HomeMy WebLinkAboutResolution No. 18-7814-Approving a Master Equip Lease Purchase Agmt w-Community First National Bank Aquisition of SevenTransit BusesA RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY
APPROVING A MASTER EQUIPMENT LEASE PURCHASE AGREEMENT
AND SCHEDULE OF EQUIPMENT NO. I WITH COMMUNITY FIRST
NATIONAL BANK IN CONNECTION WITH THE ACQUISITION OF SEVEN
TRANSIT BUSES
WHEREAS, the City Council, as the governing body of the City of Downey, has
determined that a true and very real need exists for the acquisition of seven El Dorado
National Class H Buses ("Equipment") described in the Master Equipment Lease
Purchase Agreement and Schedule of Equipment No. 1 presented to the City Council this
meeting and that it is appropriate to finance the acquisition of the Equipment in this manner;
and
WHEREAS, the City of Downey has taken the necessary steps under applicable law to
arrange for the acquisition and financing of such Equipment.
NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF DOWNEY DOES
AEREBY RESOLVE AS FOLLOWS:
SECTION t That the Master Equipment Lease Purchase Agreement and Schedule
of Equipment No� 1 ("Agreement") attached hereto as Attachment "A" is hereby
approved as the best means for the City of Downey, as Lessee n t e
Agreement, to finance the acquisition of such Equipment, and the City Council
designates and confirms that either individual listed below is authorized to execute and
deliver on behalf of the City the Master Equipment Lease Purchase Agreement and any
related documents, including the Schedule of Equipment No. 1 ('Schedule'), deemed by
such person necessary to the consummation of the transactions contemplated by the
Agreement:
SEAN ASHTON, MAYOR OR GILBERT A ' LIVAS, CITY MANAGER
CITY OF DOWNEY CITY OF DOWNEY
SECTION 2. The above-named representatives of the City held their position of Mayor
and City Manager at the time of such authorization, and at the present time hold their
respective offices as set forth above.
SECTION 3. The meeting of the Downey City Council at which the Agreement and the
Schedule were approved and authorized to be executed was duly called, regularly convened
and attended throughout by the requisite majority of the members thereof and that the action
approving the Agreement and the Schedule and authorizing the execution thereof has not
been altered or rescinded.
SECTION 4. No event or condition that constitutes ' or wit t e giving o not ce or t e
lapse of time or both would constitute, an Event of Default (as such term is defined in the
Agreement), exists as of the date of this Resolution adoption.
SECTION 5. All insurance required in accordance With the Agreement is currently
maintained by the City of Downey.
RESOLUTION NO.
PAGE 2
SECTION . The City of Downey has, in accordance with the requirements of law, fully
budgeted and appropriated sufficient funds for the current budget year to make the rental
payments scheduled to come due during the Original Term (as defined in the Agreement) and
to meet its other obligations for the Original Term and such funds have not been expended for
other purposes.
SECTION 7. The fiscal year of the City of Downey is July 1 to June 30.
SECTION 8. The City Clerk shall certify to the adoption of this Resolution:
APPROVED AND ADOPTED this 26th day, of rye, 2018,
.a�L
SEAN ASHTON, Mayor
�MAVRA�LICIA DUA TE �MC��
City Clerk
HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council of
the City of Downey at a regular meeting held on the 26th day of June, 2018 by the following
vote, to wit:
AYES: Council Members: Pacheco, Saab, Vasquez, Rodriguez, Mayor Ashton
NOES: Council Member: None.
ABSENT: Council Member: None.
ABSTAIN* Council Member: None.
ATTACHMENT A
i
This Master Equipment Lease Purchase Agreement, including all exhibits and schedules hereto whether currently in existence
or hereafter executed (the "Agreement"), dated as of 71512018, and entered into between Community First National Bank 216 S.
Seth Child Rd, Manhattan, ttS 06642 (00Le or"), and City of Downey, 11111 Brookshire Ave, Downey, CA 90241 a a municipal
corporation and charter city dulyorganlxed and existing under the taws of the State of California ("Lessee?');
RECITALS
WHEREAS, Lessee desires to lease from Lessor certain equipment described In the sonodutes to this Agreement, substanttafty In Me rosin of Exillibit A
hereto. that ace executed trons lime to it ' by the parties hereto (such v.4odulas are hereby Incorporstod homIrtenclose hereirialiter collectively reformst to
ae lho "Schoduise, and the items of attainment leased to Lessee 11AMUOdOr. toaethar wish all as tudons, onecatn s, replacement parts, ropstri, addlifons
and conditions of and for the purposes set forth in this Agreement.
WHEREAS, the relationship between the parties shall be a continuing one and Items of equipment may be added to or deleted from the Equipment *am
time to time by execution of additional Schedules by the parties hereto and as otherwlse provided herein.
WHEREAS, Lessee Is authorized under the constitution and lavas of the State to enter into this Agreement for the purposes set forth hers[".
NOW, THEREFORE, for and In consideration of the premises hereinafter contained, the parties hereby agree as follows,
ARTICLE 1. REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSEE
tui Losses win an or cuts" its ao Bone sit mings necessary to preserve
Leasee Is a, political subdivlslon of the Stale Within the mearstriq of &
(c) Leasee has full power and authority ander the Conalitullon and iavl.
herby, olid to pon1hrm all of It& obtgnNoos herepa ,
(d) Lame has duly authorized the execution and delivery of Ihls Agree
convened and attended Woughaul by the requisite majority of the n
have been met and procedures have ocrr avd, in otder to ansum Iht
(e) Lessee has compiled or will comply with such public bidding requirc
of the Equipment.
(t) Outing tha Lease Term, the Fquftimentwill to used by Lessee only
axhstatg under ft Constitution wed laws of the State.
and keep in full roMe and affect Its existence as a body corporate and politic.
crass 103(a) of theCodo«
of the Slate to enter into Ihls Agreement and the transactions contemplated
lent by proper action by Its governing body at is mealing duty caffsd, ragtdarly
Itillsoobility of ibis A roomentl
sits as may applicable to this Agreement and the acquisition by Lessee
a purpose offierformingo or more essential gaweantalorproprietary
lulhority and will not be used in a trade or business of any n or onlity ;
aloes than Leave.
(g) Outing the Loose Term, Lessee aria arusually provide Lessorwitn carmant financial statemoolt budgets, proof of appsolmallars for Itto ensuing O'som
year and Ouch other financial information relating to the ability of Lesson to continue this Agreement as may be seasonably raquested by Lessor;:
(h) The Equipment will have a useful ul life to the hands of Lessee that Is substantially in excess of the Original Term and at Renewal Teats,
(i) Tim Equipment Is, and dudn0 tits Lease Tom wig remaln persons! property and when diMeoted to a by the Lesson, wM root be or become
fixtures..
CI) The EquIpmenit Is essential to the functlora m` the Lrlssee and the services provided to its cKtanns, artill win be used ffiroughanat the period that this
Agreement Is In fares for the purpose of performing one ormarm governmental or prapirwisaV holssiona consistent with the permissible scope of
suthteityv
(k) During the teat of this Agreement, Lessen wig not dispose of or tell any part of the Equipment,
(i) Lessee has not terminated a teasel rental agreement, Installment purchase cortmid. or any 40w print of such agreement In the past Ave (ti) yeara
as a result of insufficient funds being appropriated for payestents due under such an agreement
(m) This Agreement constitutes the legal, valid and binding ob►Ipatian of Lessee sinforceable m acaordance with its terms, except to the extent limited
by applicable banismititcy, losoiuency, raotganizallan or other laws affecting 1cmdRoTW rights vilarrally,
(n) No aupnt or condition, bast cxsroetitostss. (swith the g) crag n1 omlta or the lapse oflimis arboth would constitute, an Event of Default exists at the
date ofthis Agreement
(o) Lessee has, In accordance with the requIromenu; of tory, fully budgeted and appropriated sutralont tunds for the currom fiedol year to mom the
Rental Payments scheduled to come dtis during; [he current fiscal year and to most Its other obligations under this Agreement for the current ffe al
year, and such farads' have not boon expanded for other purpova%
(p) des of the date of this Agreement More is, no action, suit, proceeding, Inquiry orlrtunadgatlon, at law ortn equity, before or by any C04 public board
or properties of Lessee.
(q) All aulhoftatlests. consents and approvals of governmental bodies or agencies motalrea In connection with the execution and delivery by Lessee
of this Agreement or in connection with the carrying out by Lasso of Ila obligations hereunder have been ablainod.
(r) The entering Into and performance of this Agreement or any other document or agreement contemplated hereby to which Leaoao is oris to be a
party will not violate any judgment order, law or ra olstlon applicobte to Lessee or result as any breach at. or oorlstlfuto a default under, or reauft to
the creation of any iten charge, sewfity (glarest, or othaar encumbrance on any assets of Leasee or the Equipment pursuant to any indenture,
mortgage, deed of trust, bank loan or credit agreement or ether instrument to which Leasee iia a party or by which It or As assets may be bound,
except as herein provided,
rl :c�6T� f'L rte?
time in accordance with the terms hereof.
"Coda" moons the Internal Revenue Code of 1966, as amended, and lite United States Treasupi Raguf luort+s tit enact tharo ' er'
"Co rnencemotat Oate" means, with respect to any Schedule, the doteWhan the terms of this Agreement with mupoci to that Schedule and Losses obtlgallon
to pay rent tinder (fiat Schedule commence, which date will be the earitor° of (1) the data, en whlch;Ole Equipment listed In that Schedule Is accoaled by
1—MemlStd
of exhibit D herato or (0) the date 04 which tient MOMYS to
accessions, additions and improvements thereof or thereto. Manevar reference is made In t Alilastnentto Equipment 05100 to a lscnames, metreference
shall be deemed to Include all replacements, repelra, restorations, modifications and Improvements of or to that Equipment.
"Event of Default" means, with respect to any Lease, an Event of Default described In Sactlen 10.01.
"Escrow Agreement" means, with reepact to a given Schedule, an escrow agreement In farm and substance satisfactory to Lessor, between Lessee, Lesser
and an escrow agent relating to the acquisition fund created thereunder.,
Equipment
"Lease Tolm" mosrhs, with respect to any Lease, that Original Term and all Renewal Terms of that Lassa.
'Lessee" means (he entity whl an Is describod in the first paragraph of this Agreement, its success and assigns.
"Lessor«' meads, with respect to each Wedule and the Lease otwhich that Senadlujolsa part, (fi IfLessor'slifteast In, to ones wider that schedule W not
been assigned pursuant to Section 9.01 the entity described as such In the hrst paragraph of We Agreement or its successor. or (il) If Lassoes lhtersat In
to and under that Schedule has been assigned pursuant to Section 9.01, the assignee thereof Or its su asor.
"Net PwreedV means the amount remaining from the gross proceeds of any Insurance claim oreandemnatton award allardeducting all expanses (including
attorneys" fear) incurred In the collection o(such claim or
"Orfialmil "farm" mean , with respect to any Lease, the period fpm the Brat Commencement Date fur any Schedule under that Lease unity the and of the
fiscal year of Lossee In affect at that Commencement Date.
"P'u'rchase: " means, with respect to the Egplpi ani fisted an any Schedule, the amount act forth In that Schedule as the Purchase Price for that
Equipment.
'Pte at Terms" maonay with respect to any tars , the automatic renewal fortis of that Lease, as pmvfdod forin article Ol of this Agreement, each having
a dursttnn of one your and a term c nsivlewith the Lessetes Oscal year except the lost of flitch automatic mrawal tortes which shall and on the due slate
of the last Rental Payment set forth in the Schedule.
"Rental Payments" means the basic, rental payments payable by Lessee pursuant to Section 4.02.
"State" means the state In which Lessee is located.
'Vendor' means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer from whom Lesser purchased or Is purchasing the
EquipmenL
(c) All documents, including financing statements, aftjdavils, notices and similar instruments, In form satisfactory to Lessor, wntan Lessor seems
necessary or appropriate at that time;
Lessee will coop4ale with Lessor in Lessor's review of any proposed'
documentation or information Lessor may tegUest in connection with Les!
limitation, documentation concerning the Equipment and Its contemplated
of Lessee and either matters related to Lessee.
anTlell F 1W MONT®1 PAWAFNTC
2-Mun4S[d
ach lranafar,
1`o nitro dto peytrtont of ail t.ossam`sobuauons under this Ag rRorrt, Louse grants to Lmay o sstrlgl Interest
on (!} that tlutp nt on elI addlNons, e t rnatxto, a setons, dhet are ctansldet d to be an integral part, Of ft ogtltpment, ends
and opt ,, y proceeds yrn f ` ,and ! tfao s gtdsltlon d o iatls sad under
any Fscrow Agreement entered Into It, cormettlaft
aes to otlacute surlts sddfllane! dctraatnonis, to f satfsfactoty to Lesser whtctt lessor dams necessary or appropriate to establish
rtly Into t to th lit ant. Loa hereby autttoe%s lice of flnsnsln a+ tI ants under the tlniforrh Commercial Code in
ylnttsrestpranted under:
I aasor and Lease agree that ata a Ipnxent is sr asyi stn parsaxnat preperty ad vait not be deemed to be allixed to
lista on tticYr It stay ba uuatad, not ltnstendlnp that the gulp nt prr any pert thereermay be or horeafta be -me to any mannar
llachad to teal estate or any building themon, upon ft re4uut of C e sar. Louse wtlla st LassaVa expense, ibtnleir a waiver of .arty
at rramgury, party ewng an Interest In any such real estate orbuildina.
r'a r , e Les shall have the option to purchase Lessoes Interest In all (but not less then ail) of the Eifutpment described In any
written notion to Lauer at least 60 (fast not more than tbp) days before the date of purchase, at the following tines and upon the
of the last mental Payment sot forth In that Schad" t sur lmb this agreement to renewed at the and of the Original Tenn and each
m), if ft Agreement is stili In affect an such day, upon paymontlo full to Lessor of the Rental Payments and all other amounts then
at Schedule plus Can Dollar
fey of the OrIgirtalTorm ar any Renewal 'rem then In eflant, upon payment In ruff to Lessor of the Dental Payments and of Other
A ,Aa.. ,,..4— AiM area. HIA than AnAlim. bta pun4 po areae, gad fadh th that SithadulLn or
in t<aasu s -written notice tole ser of t(ask ar a of fixe purch ase opllan upon poyMoot In full to lessor of the Rental t'asytnt
amounts then due under that Schedule, Including, without Amltatlan, Interest accared to the date of payment, plus the than ap)
Price set forth In that Schedule,
event M41 the use, possession or acquisition of the FqUIPment 4 found to be subject to taxationto any toren (except for Inetane ted
payas the aures respectively Come dud. all taxes and govemetantAl ch `es of wry kind whanoever that may at any ptna bo to
a atnst or wkh respect to ft Eitulpment and any 44uifirvent or other, pmportV acquired by Leasee to substitution for, as it rertnt+
mall Icon, Improvement: or addition to the Equipment, as watt sa all gas, water, at m, ateoldclty, twat, Mower„ ta4opho , utlyt
Cause
payments pursuant to thts Section. Lessee shall not be
of the amounts payable under Amide IV,
OF NET PROCEEDS
ft 1t:
entttied to any rehhumemont therefom front Lessor ttor shelf Lessee 0 offlulad to any dintu niarn
ARTICLE IX. ASSIGNMENT, SUBLEASING, INDEMNIFICATION, MORTGAGIN
,ren g.d . ft ioryreeertl by r areae. Lassoes tntoreat In, to, and under this Agreement, any
"hot% ❑r to part to one or mots atgnaps by Lessor at ary dere sub sent to ttu axaoutla
such assignrnon( to farm necessary to comply with Section 140(o) of the Code, No such ass
nollm from Lassorofthe asslgnmoot drsdooing Iiia name and address of asaignaa. Lase
or tinandng Statement$ that may be reasonably requested by lessor or oily atmioneft to prole
shall rat have the chat to and;shoff not assert against any assignee any claim, edurnerdso
have against Lessor.
vent. Losses
a dine to time;
4>-MuniStd
t aa^at.r rvanca,rrc
rah to tare prowls a of Section 4.06, any of the following events shah constitute an "Event of DefaulK' under
n���� r�_. a�. �E �w �r�W�,�fl► ��rmrr9, Men nand 11nderthattassa at the flate aptalited In that Lease,
,'
dine If carreccsarss acsrgar 85 aa+scnrutlau Uy u. — wff "' 're..m.,..,� rte••,... - - ,�„'_.„ .,
(d) Any stat mrmtr re 'saniatIon or warranty by Lessee In or pursuant to that Lease or lla axe On, delivery at par sees shalt m t
have been false, lncorrad, misleading of bresched in any material respect on the date when trade,
d) any provision of that Lease shoat at any time for any reason cease to be valid and Ofeding on Lasseo, or shall be declared to be gulf and void, or
the validity at anforteabl4tv thereof shalt be contested by Lessee of any governmental agency or authority If the less of such provlsfen would
materially adversely affact the rights or security of Lessor, or Lessee shalt deny that It Ire$ arra (Wh or itstality or oltilgatlon under that Lanae,
(b) Lessee shall til apply for or consent to the appointmant of a re ewer, trustee, custodian or flAuldalerof Lessee, arof alt of a subs al pad at
the
assets of Lessee, 01) be unable, fail at admit in writing its inability generally to pay its debts as they become` due, (tit) make general
aeragnment for the benefit of creditors, (lv) is are order far relief entered against It under appttcabls federal banknuploy taw; or (v) Me a voluntary
petition In bankruptcy or a petition or an s er seeking reorganization or an arrentiremeal with creditors or taking advantage of any kwiveneY
law or arty'answer admWo the material allegations of a peltdton deed against Lessee In any barattuptcy, raorganl stfan athunwanoy pt ding,
or
(0 An order, judgment of dacme-shall he entered by any court of carepatent Witaslldtiah, approvIng a petition or gopolollng to receiver, trustee,
custorihm or lkpridatof of Lessee or of all of a substantial part of the assets of l esso% In each c without Its 811011C011ent approval or consent.
and such order, judgment or decree shelf Continue unstayed and in affect for any period of 90 cone flee days,
i tt ba ft rtradlas on i �fatrkMenover any Event of oefault under any Lease waists, Lessor shall a the right, at its sate optlan without any
further demand or notice, to take one Or any aombiraotion sof the (0110WInO remedial steps;
(a) ey written notice to 1.4sants, declare all Rental Payments and other amounts payable by Lessee under that Lease to the end of the then current
rIginal Term or Renewal Term to be due,
(b) "srv,ih or without to iia that Lease, Lessor y, upon a days w n notice to Lessee, enter the awhOur any Equipment titotid subf ac
to that Lease is located and retake possession of that Equipment or require Lesson, at L oe`a expense to prompoly (alum any or all of the
Equlpment to the passeastan of Lessor at such plate within the Untied States as Lessor shall straft and Sall Of iaaaae the Equipment at, for tate
account of twee, sublease the Srlulpa $let, conlln i ng to hold Lessee table for the difference baWcarr 0 the Mental Payments and miturrannaMts
nauatata he Laasae cinder that Lease dus the alien eprlllasble purchase Price %r that Equipment and (JI) the ..tpr ,.,ads afanysuch sale teasing'
Ismi) passaaarssn,srarmg,rbcarsurwnaaur, �,� �„�.,u --a
the mount of Lessawa tiablilty under this subparagraph (h) shall not excead the Rental Payments MW otheramcunts o(l rwlsc duo underthat
Lease plusthe remaining Rental Payments and other amounts paVabid by Lessee under that Lease to the end ofthe then current GItglnW T
erm
or Renewal Term; and
(o) Lessor may take whateverr nation at few at in equity may appearrnecessary or desirable to enforce its rights under that lease or as the owner of
any or all of the Equilpment that is subject to that Lease.
In addition, whenever all Event of afaultoxistswIth tonpectl a an Rontal Paymontre udred by s orwvtth 10811001 to arttratherps ererit,
ctavertant, condiflon, agreement, sdatarrrennt, r0foslentallOn Or warranty sat forth In that Schedule or applicable to tat S' uta or the Equipment listed
ttaotaln, Leaser shaft have the right, tit its sofa opiton without
herr demand or notice, to take orae or any combination of tate followingremedial stop$;
(d) By written ttofloo to Less", Lessor May declare all Rental Payments payable by Lessee pUrSUAM to that Schedule acrd other annouRisPayable
by Leasee trader this Agreement to the end of the then current Orillitef Term at Renewal Term to be dua;
(e) Wth at without mindruling that Schedule. Lessor may, n h days written notice to Lessee, enter the promises where the equipment listed in
.,,_ - ,_.._i_ _ ,,.vn...® ,rrA t.as afcsfu 91 LASES, 11 aftartSe to promptly return any or all of that
expenses as noes- err extcka-Fay,
reconditioning and setting or leasing such equipment and all brOkalfalle, austlorteers` and ettarne# roes) provided that the amount at Losaae"s
tisbltity under this suboofftmph (a) shall not exceed the 'Rental Payments atter other amounts otherwise dile under that Schedule Pius the
tamaw"a Dental payments and other amounts pays by Lessee under that Scheduhs to the end of the titan current Original Torre or Renewal
Tarrrt, and
(f) Lessor may take whatever action at low or lir equity may appear necessary or desirable to enforce Its dghte under that Schedule, this Agreement
with reaped to that Schedule and the Egtrlpment listed therein
In addition to the r dlos specified above. Lessor may charge interest on all am y other tiebi#ili
is due to It at toss tote x11496 per sranurn or the maximum amount
Pe ,tad toy Ia, wiaiataavaf IS Iasa. Lha exarci of airy such rernedlas respecting any such Event of orault shall not raltave Lessee of an
tinder any other Schedules, tltl Age stent related to anti other Sclredwta arfha Equipment listed theralm
iso rarttey r creta a# open or r'resarved to Lessor by this Article Is intended to be axaktsive and every such remedy
shad ba dem Live anwl t on, In addltlan to every other ranrady given under #his iesse. No daisy or omission to exercise anytitlht or power adcnting Open,
any dofsult sates Ioapalr any kuoh rht pr power tar sdasli bu const d tv be a wsrtvet thereof but any such tight and power may be exercised tram limo tea
t#me and as often sa may ire aanarrd arrpetltent by Lessor or its aasl§pra.
sa 4f Leasee should dafsult under any of Lasa provisions itareat arty) Lessor should employ
atiasnays on Iricut outer exp nags for talo coltautton of moneys or far the enfrrraeMore of performance or observance of any Obligation or agreement on the
part of Lessee contained In is Agreement, Losses agrees, to Lisa extent It tS psmelled by low to do an,, that it wilt, if assessed by a court of oompptem
Jurisdiction. pay to Lessor (tae reasonable fares of those attorneys and other reasonable expenses so Incurred by Lessor.
- 5-Munlstd
gen AO `alta on as Any net proceeds from the exercise of any remedy hereunder {atter deducting Sit aspen s of Lossor in exercising
such remedies including Without llmitallon all expenses of (string possession, storing, recandfltoning and selling or leasing Equipment and all brokerage,
auctioneers or altorneys fees) shall be appiled as follows:
{a) If such remedy is exercised solely with respect to a single Schedule, Equipment listed in that Schedule or rights under the Agreement related to
that Schedule, then toarnounts due pursuant to that Schedule and other amounts totaled to that Schedule or that ipmant.
(4) If such remedy Is exercised with respect to more than one Schedule, Equipment Bated in mora than Ona Schedule or rights under the Agreement
related to more than one Schedule, then to amounts due pursuant to those Schedules pro rata.
ARTICLE XI. MISCELLANEOUS
iri* Ag nottoas, r ttignates or Other communications hereunder shall be suHiclenUti given and shat) be deemed given when delivered
s
or mailed by registered mal, postage prepaid, to the parties of their raepecilve places Of business.
This Agrnrant shall ("um lO the benefit of and shag be binding upon
Lessor and Lease* and their respective successors and assigns. The terms of this Agreement shall not be waived, altered. madlilod, supplemented Or
ended in any Mannar whalsooverexcept by wrilien instrument signed by the Lessor and the Lasso 1. nor Shall any Such amendment Inst atfeOfadte rights
t ..
of Leasers assignee be effective without such assignee's consent. In the evont any provision of Oda Agreement shall be hold Imaald Or urrenfarCeattlo by
any court of competent jurisdiction, such holding shall not Invalidate or render unonlorceable any other provision hereat,
a lien , t.d s. AOnIIOa Lam This Agra ament shall be govarned by and construed in accordance with the lawns of the tate of wCatifornw,
"
SrrCilan 1 t.d4, Sevimratslllwro In the event any provision ofthis Agreement shall behold invalid Or unentameable by any court of oo pat st)udedtotlan, sto
itotding stash not invalidate or tender unonforccable any other provision hornet
i This Agreement maybe amended, added to, changed or modified by written agreement duly
executed by Lessor and e:
f i e This Agreement, Including in writing each S dole, may to d in several counterparts, a
each of which shall be an original and oil of which shall constitute but one and the -some Imitasnent., oweept (f) tome extentittetvoridus Schedules and this
Agreement as it relates therato consbiutes separate, Lea as provided in this Agreement and () first Lassoes Interest In, to and cinder any Schedule and
the Agreented as it relates to OW Schedule, and the Squipment listed in that Schedule way be sold or pledged Only by delivering passu lata of the eri Inst
counterpart of that S&&dWe mo d "Counterpart No. I. which Caumarpart No. 3 shah con liivte, chattel paper lot purposes Of #0 Unli irm COMMOOdal
Code.
n t a ta7. ce try The parites hereto<:ogre# that the charges in this Agreement and any tease shall not be a aiatation of usury or rather tow;; Any such
excess charge tshalf be sorified l msuch order as to conform this Agreement and such Lease to such applicable lave.
§jctlon it . Jury Trial tvnr. To the extent permitted by law, lessee agrees to wahm Its right to a tow by jury
e t Lessee agrees that a for mile copy of this Agreement or any Lease with fats" "lis $14MItums may be treated as
an original and will be admissible as ovidance of this Agreement at such lease.
The captions or headings In this Agreement are for convenience only and In no way deffne, limit or describe the scope or Intent
of any provisions or sections of this Agreement.
Lessor and Lessee have Caused this Agreement to be executed in their names by their duly authorized representalives gated below.
Lease No. DO CA201841
LESSEE: LESSOR_
City of fro Community First National
Sean Aatmton. Mayor Signature
Blake Mus, VP
Name and Title
Attested by!City Clerk Approved as to rami -City Attdrrto
art ala Duafiis, CMC .'. Y M. Abich Garcia
;
... 6 - unlRd -.
EXHIBIT A
scHmLE OF EQUIPMENT No. 01, Dated 7/512018
Counterpart No. 1,
LESSORS INTEREST IN, TO AND UNDER THIS SCHEDULE AND THE AGREEMENT AS IT RELATES TO THIS SCHEDULE MAY BE
SOLD OR PLEDGED ONLY BY DELIVERING POSSESSION OF COUNTERPART NO.4 OFTHIS SCHEDULE, WHICH COUNTERPART
NO. i SHALL CONSTITUTE CHATTEL PAPER FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE.
Ree: Master Equipment Lease Purchase Agreement, dated an of 71512018, between Community First National Bank, as Lassor, and City of Downey, as
Lessee.
0ellned Tormd. All terms used herein hove the meanings ascribed to them In the above referenced Mester Equipment tease Purchase
Agreement(the "Master Equipment Lease"),
Squipmeot. The Equfpmeol tltctluded under the Schedules of Egltlp nt Is comprised of the Rema des act in ft Equipment Oasodplion
attached hereto ss Attsohrrtent i, together ltb all replace stents, ss. stltutions, topairs, restorations, modifications. attachments, accessions,
addittions and Improvements thereof or tharoto.
Payment Schedule. The Rental Payments and Purchase Option Prices under the Schedules of Equipment are set forth in the Payment Schedule
a P ;
Attested by qtyqferk
UM",
aro tl
=,r
LESSOR.
Community First National Bank
no it �
Blake Kaus, VP
N®the and Title
Approved as to xm
�+I. Aklih Oeaa
w 7-Munascd
ATTACHMENT I
EQUIPMENT DESCRIPTION
{. :: I _
With a total mMufsttlon cast of $3,426,990x93
; together with all additions, accessions and replacements thereto. Lessee hereby Certifies the description of the personal property set forth
above constitutes an accurate description of the °" quipment�, as defaned in the attached Master Equipment Lease Purchase Agreement
avid the Equipment is located on the premise of the Lessee untess othOrwise noted by the Leaeee,
LESSEE:
City of Downey
zkr---
$44—Ashlon. Mayor
Attested by City Clerk Ap ved as to form -City A rata
Wj
4Markllc a Duarte, CMCY418
M. frit rcib
9-Mucn'Std
ATTACHMENT 2
PAYMENT SCHEWLE
RE: Schedule of Equipment No 01 dated ?1512018, to Master Equipment Lease Purchase Agreement, dated lie of
Iiirst, National Bank, as Lessor, and City of Downey, as Losses.
?1512018, between Community
I
Amount Financed,
$3,126,990.93
AMORTIZATION SCHEDULE
Payment
Payment
Payment
Interest
Principal
Purchase
Nu m1bor
Date
Amount
Portion
PoRion
Price
I
6115/2018
:$167,684,31
$13,633.66
$174,060.63
Not Available
2
211512019
$187,684.31
$57,936.69
$129,747.62
$2,879,656.54
3
811512019
$187,684.31
$55,391.04
$132,293.27
$2,744.717.41
4
2/1512020
$187,684.31
$52,795.45
$134,888-86
$2,607,130.77
5
8/15/2020
$187,684.31
$50,148.93
$137,535.38
$2,466,844.68
6
211512021
$187,6134.31
$47,450.48
$140,233.82
$2.323.806.18
7
8/1512021
$187,684.31
$44,699.10
$142,985.21
$2,177,961.27
8
2/1512022
$167,684.31
$41,893.73
$145,790.58
$2,029,254.87
9
811612022
$107,684.31
$39,033.31
$148.660,99
$1,877,630.86-
1,877,630.8610
10
211512023
$187,684.31
$36,116.78
$151,667.52
$1,723,031.99
11
811512023
$187,684.31
$33,143.03
$154,541.28
$1,565,399.88
12
211512024
$187,684.31
$30,110.93
$157,573.38
$1,404,676.03
13
811512024
$187.664.31
$27,019.34
$160,664.97
$1,240,796.77
14
211512025
$187,684.31
$23,867.09
$163,817.22
$1,073,703.20
15
8/1512025
$187,684,31
$20,653.00
$167,031.31
$903,331.27
16
2115/2026
$187,684.31
$17,375.84
$170,308.46
$729,616.64
17
8/15/2026
$187,684.31
$14,034.39
$173,649.92
$552,493.72
18
2l15/2027
$187,684.31
$10.627.38
$177,056.93
$371,895,65
19
8/1512027
$187.684.31
$7,153.52
$180,530.7a
$187,754.26
20
2115/2028
$187,684.31
$3,611.51
$184,072.80
$0.00
LESSEE:
City 0(ey
10
Si4an Ashton, Mayor
Attested by City Clerk
Approved as to toCityAdarAeY
14. . 4AWO Garc0
ia
- 9 -M u WSW
RE., MASTER EQUIPMENT LEASE PURCHASE AGREFMENT AND SCHEDULE OF EQUIPMENT NO. I DATED 7/5118
BETwEEN COMMUNITY FIRSTNATIONAL BANK AS LESSOR AND CITY OF DOWNEY AS LESSEE.
1rsijgi,cd%1P;� dulvA aMointed and % alified Cipyj Clerk Of the City of Downey C'Lessee), do hereby certify on this 27 day
of June, 2018 as follows;
the Lessee to witness:
SEAN ASHTON, MAYOR OR GILBERT & LIVAS, CM MANAGER
CITY OF DOWNEY CITY OF DOWNEY
(2) The governing body of Lessee resolved that each of die abGve-named representatives of City of Downey held the
positioT, of Mayor and City Manager at the time of such authorization, and at the present time, each hold their respective offices as
stated above.
(3) The governing body of Lessee resolved that the meeting of the governing body of Lessee at which the Agreement
and the Schedule were approved and authorized to be executed was duly called, regularly convened, and attended throughout by the
requisite majority of the members thereof, and that the action approving the Agreement and the Schedule and authorWng the
execution thereof has not been altered or rescinded.
(4) The governing body of Lessee resolved thatno event or condition that constitutes or, with the giving of notice or
the lapse of Vine, or both, would constitute an Event of Default (as such term is defined in the Agreement), exists as of the date the
Resolution was adopted.
(5) The governing body of Lessee resolved that all 'Insurance required in accordance with the Agreement is currently
maintained by Less=
(6) The governing body of Lessee has, in accordance with the requtrements of law, fully budgeted and appropriated
sufficient funds for the current budget year to make the rental payments scheduled to come due during the Original Term (as defined in
the Agreement) and to meet its other obligations for the Original Term and such funds have not been expended for other purposes.
(7) The governing body of Lessee resolves that the fiscal year of Lessee is July I.to June 30.
PMarj, Alicia Duarte, CM�
City Clerk
Futum Unlimite
I
i.
L
CIVIC CENTER
LIBRARY
POLICE DEPARTMENT
PARKS A AFCREATION
UTILITIES DIVISION
MAINTENANCE SERVICES
11111 BROOKSHIREAVE.
11121 BROOKSHIRE AVE,
10911 BROOKSHIRE AVE. -7060
QUILL DR,
9252 STEWART & GRAY RD. 12324 BELLFLOWER BLVD.
PO BOX 7016
DOWNEY, CALIFORNIA
PO BOX 7016
DOWNEY, CALIFORNIA
DOWNEY, CALIFORNIA
DOWNEY, CALIFORNIA
DOWNEY, CALIFORNIA
40241-7016
DOWNEY, CALIFORNIA
00242
90241-7016
90242
90241-7016
562-904-7360
90241-7016
662-904-7230
562404-7202
562-904-7194
562-869-7331
www.downeyNbrary,aro
S62-861-0771
Www'Clownwica-0,0
TMPM
YVETTE M. ASICH GARCIA
City Attorney
June 27, 2018
Community First National Bank
215 S. Seth Child Road
Manhattan, KS 66502
Re: Lessee: City of Downey
Ladies and Gentlemen:
As legal counsel to City of Downey (the 'Lessee"), I have examined (a) an executed counterpart of a
certain Master Equipment Lease Purchase Agreement, dated as of 7/5/2018, Exhibits thereto and
Schedule of Equipment No. 01, dated 7/5/2018 (collectively, the "Agreement"), by and between
Community First National Bank (the "Lessor") and Lessee, which among other things, provides for the
lease with option to purchase by the Lessee of certain property listed In the Schedule of Equipment No.
1 (the "Equipment"); (b) an executed counterpart of the ordinances or resolutions of Lessee which,
among other things, authorizes Lessee to execute the Agreement and (c) such other opinions,
documents and matters of law as I have deemed necessary in connection with the following opinions.
Based on the foregoing, I am of the following opinions:
(1) Lessee's true and correct name is City of Downey;
(2) Lessee is a municipal corporation and charter city, duly organized and existing under the laws of
the State of California, and has a substantial amount of the following sovereign powers (a) the power to
tax, (b) the power of eminent domain; and (c) police power.
(3) 'Lessee has the requisite power and authority to lease the Equipment with an option to purchase
and to execute and deliver the Agreement and to perform its obligations under the Agreement.
(4) The Agreement and the other documents either attached thereto or required therein, have been
duly authorized, approved and executed by and on behalf of Lessee and the Agreement and other
oizrice OF THE CITY ATTORNEY 11111 BROOKSHIRE AVENUE P.0,BOX 7016 DOWNEY, CA 90241.7016 (562)904-7288 FAX: (562) 923-6388-
All capitalized terms herein shall have the same meanings as in the foregoing Agreement unless
otherwise provided herein. The above opinion is for the sole benefit of the Lessor and can only be relied
upon by the Lessor or any permitted assignee or sub -assignee of Lessor under the Agreement. This
opinion letter speaks only as of the date set forth above. in rendering this opinion letter, I undertake no
obligation to supplement or update this letter in the future. This opinion letter is limited to the matters
on which the Lessor has requested my opinion, and this opinion letter should not be read as expressing
any opinion except on the matters expressly set forth herein.
Sincerely,
CITY OF DOWNEY
VAad M. Abich Garcia
4 Attorney
documents either attached thereto.oeirequiireid therein are the valid and binding obligations of Lessee
enforceable in accordance with their terms.
b.
(5) The authorization, approval and execution of the Agreement and all other proceedings of Lessee
L
relating to the transactions contemplated thereby have been performed in accordance with all open
meeting laws and all other applicable state or federal laws.
jLL
(6) To the best of my knowledge, and as of the date of this opinion, there is no proceeding pending
or threatened in any court or before any governmental authority or arbitration board or tribunal that, if
adversely determined, would adversely affect the transactions contemplated by the Agreement or the
security interest of Lessor or its assigns, as the case may be, in the Equipment.
(7) The signatures of the officers which appear on the Agreement hold the offices set forth below
their names.
(8) No further approval, consent or Withholding of objection is required from any federal, state or
local governmental authority with respect to the entering into or performance by the Lessee of the
Lease and the transaction contemplated thereby.
(9) The Equipment leased pursuant tq.,,th0,'Agrpement constitutes personal property and when
subjected to use by Lessee will not eo"r b, e6cime'-fixtures under applicable law.
(10) The Lessee is a political subdivision within the meaning of Section 103 of the Internal Revenue
Code of 1986 as amended and the related regulations and rulings.
All capitalized terms herein shall have the same meanings as in the foregoing Agreement unless
otherwise provided herein. The above opinion is for the sole benefit of the Lessor and can only be relied
upon by the Lessor or any permitted assignee or sub -assignee of Lessor under the Agreement. This
opinion letter speaks only as of the date set forth above. in rendering this opinion letter, I undertake no
obligation to supplement or update this letter in the future. This opinion letter is limited to the matters
on which the Lessor has requested my opinion, and this opinion letter should not be read as expressing
any opinion except on the matters expressly set forth herein.
Sincerely,
CITY OF DOWNEY
VAad M. Abich Garcia
4 Attorney
BANK QUALIFIED CERTIFICATE
715/2010, betweenfLessor,i City of Downey,
JJM. �.'
u9 10MI,
$100006 Y 1 tobligationsduringthe calendar
Now. therefor, Lessee hereby designates the above referenced Schedule as follows:
I - Designation as Qualified Tax -Exempt Obligation. Pursuant 1Section. .the Internal RevenueCode
of 1986 as amended (the 'Code% the Lessee hereby specifically designates the above referenced Agreement as a
Is qualified f: t: .1 1-I::1 for purposes1Section. :.. 1 the 13e: •:In complianceSection66( D :.
of ..:-. the Lessee herebyrepresents that r designate ♦ = than $10,000,000 ofabec to
by the Lessee in the calendar year during which the above referenced Agreement is executed and delivered as such
14 qualifiedtax-exempt obligations*.
2. Issuance Limitation. In compliance with the requirements of Section 265(b)(3)(C) of the Code, the Lessee hereby
represents that the Lessee (including all subordinate entitles of the Lessee within the meaning of Section 265(b)(3)(E) of
the Code) reasonably anticipates not to issue In the calendar year during which the above referenced Agreement is
executed and delivered, obligations bearing interest exempt from federal income taxation ander Section 109 of the Code
(other than "private activity bonds" as defined in Section 141 of the Cede) in an amount greater then $10,000,000.
ri
t
Attested by City Clerk
Approved as to form -City Attomay
Yr M. A Bich Carefs
-13-MlunfStd
INSURANCECOVERAGE REQUIREMENTS
Le"Oe: City of Downey
Flikinte mark am of On fallowing-
Equipment to be Insured: $*van (7)14w El Damdo National ciao H stesai
Policy should be Issued and malled to- Community First National Ewnk and/or Its Assigns
216 & Seth Chid Road
Manhattan. KS 66502
INSILAMCE REQUIREMENTS -
1. LIAMILITY
rare
V, W..
$1,000,000.00 Combined Singie Lbttper Occurrence
ObOrnilhity FIrst National Sank andlor Its Anigna M4rbe Wed as additional Insured and losspayes.
x PWMCAJLVAUAQt
of Insurance coverage.
Deductibles should be listed on the Cerdflca(e of Coverage
V Oisffiw�
LESSEE;
CKV 'I
Soon ZAO ton" -r -�
Attested by City Clark
Approved as to fd"
--�Wk
wt W Ablolic.
- 14 -MUDIM
INVOICE INSTRUCTIONS
RE,* Schedule of Faluipment No. 01. dated 71512018, to Master Equipment Lease Purchase Agreement, dated as of
WSW% between Community First National Bank, as Lessor, and City ofDowney, as Lessee.
Lease Number DOWCA2018-06BE
Equipment Description., Seven (7) Now El Dorado National Class H Buses
nt. Anil Gandhy, Director of Finance, City of Downey
PersonlDepartme
P.D. BoxiStreet: I I I I I Brookshire Avenue/P.O. Box 7016
City, State, Zip Downey, CA 90241
Telephone Number (562) 901�n64
Email Address: NanLhX@downeyca'qrg
NOTICE OF ASSIGNMENT
City of 0owney
111111111111 11111, ��l�l�ll;������l�l�������� $ =,-
I 7r, zM
Agreement entered Into as of 7412018.
I
under the above referenced Master Equipment Lease Purchase Agree nt (the "Agreement'), the
Equipment leased thereunder and the right to receive Rental Payments thereunder to the following
assignee:
—Pinnacle Public Finance. Inc
8377 E. Hartford Dr., Suite 115
Scat , A:Z-85Z55
=� !11111111111111111111111 0 0 . 0
M VM t=%'I, T-7 R 179W, I I [A I I j is NA SI11IMT-6 1 (44 i 11.4 t I W211 I I I 0 : 1* (.4KON
Community First National Bank
215 S. Seth Child Road
Manhattan, KS 66502
00i'A
or,
Community First NaflonA[Bank
Signature
Blake Kaus, VP
Name and Tifle
Attested by City Cterl�- Approved as to form -City Attorney
Me Wa Duaft
*Lessor may at a future date desire to assign this lease agreement. At this flme, a specific Assignee Is undetermined. At such time Lessor
determines a need to assign this lease; Lessee will be provided with a completed copy of this page for their records and be made aware of
any changes in where to send the rental payments going forward. This assignment option Is outlined In Article IX of the Master Equipment
Lease Purchase Agreement.
— 16 —04unl&d
Nrr"8038-G Information Return for Tax -Exempt ve 1 Obligations
(Rav, September 20111 ► Under latemal Revenue Code section 149(e) ofd gvn, 1645.072a
o rlf+aTreasury®Son separate Instructions.
ot the ale a: Caution- If the Issue price Is under $103,400, use loan 8038 -GIC.
JEW Fie erteng Atithari If er dsd Return, heat i'iere lh
1 ISMUStS nems 2 iss: s employer Identification number
Cit of oo ins 9 y191ti
31 Name of person (ether then Issuer) with whom the YRS may un is about We retam I Istat : onat 3 "raleowo
' i of other persm shown an 3a
4 Number and eaeet (or P.Q. boX If Mali Is not delivered to street f R®cmisulte 6 apart number 'ar1AS 04Pd
11111 Brookshire Ave
9 City, town, or peat ot9", e, and ZIP cods 7 Dake of Issue
C € CA 90241 71512019
® Name of htaue 4 C SIP ,.
Master Equipment Lease Purchase Agreerttent
ICA Name and tette ofafter or other employee oP the Issuer Whom tete IRS may caV for more Information (age Idb T done number of otfror or other
lnatruotlons) ea shown an 10a
e tYf test�b sitter the Issuerise i Rea tho lnatrdctlons and aftchsohedule.
11 Education 11
12 Health and hospital . . . . . . .
i2
13 Transportation . . . . • _ . 13381x6.990 93
14 Public safety . . 14
1 7-
16 Environment Qncluding sewage bonds) , . . 16
16 Housing . . , . . . . . . . . . . . 1g
17 Utilities . . . . . . . . _ , . 17
IS Other. Describe ► 18
19 If obligations are TANS or RANs, check only box 1ga . . . . . ►
V obligations are BANS, check only box 19b . . . . . . . . . , ►
20 ff obligations are In the form of a lease or Installment tele, check box Q
O rl tion c1 Obll atloax- m le e for tht3 fire I tar which tl It3 form is bele to
tel stated radem son (tl) Weighted
lel Final tnaturRy date (bI iseus price prigs at maturity average maturity tN Yistd
1 711t1202ti 3,726,990.93 N1A 10 earg 3920 a
usesof Prooseds a1 rtd t strfl lrlclttetltt urtcierwritere dlapttnt
22 Proceeds used for accrued Interest . . . . . . 22
23 Issue price of entire Issue (enter ainountfrom line 21, column (b)) . - , . . . . 23
24 Proceeds used for bond Issuance costs (inciuding underwriters' discount) . 24
26 Proceeds used for credit enhancement 26
26 Proceeds allocated to reasonably required reserve or replacement fund . 26
27 Proceeds used to Currently refund prior issues . . . . . . . . . 2?
28 Proceeds used to advance refund prior issues . . . . . ,
29 Total (add lines 24 through 28) . , . . . . . . . . . . , . .. 29
30 Monrefund ng proceeds of the Issue (subtract' line 29 from line 23 and enter amount here) 0t
Ir 1 crl boll o Ptefutided Blotld darn tate this rt oral for refun, 1 bonds.
31 Enter the ramolning weighted average maturity of the hands to be currently m dad . . 00, v
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . _ nears
33 Enter the fast date on which the refunded bonds will be called0AMtQDNYYY) 10,
34 Enter the dates the. refunded Blonds were issued tmM#j I
Por Paperwork Reduction Act Notice, set separate Instructions. cat. K0. 637738 Farm (Rev. 9-2011)
p
Farm 9038-G (Rev. 9,2911) Aad a
is 11;aneatas
35 1 Enter the amount of the state volume cap allocated to the Issue under section 141(b)(5) . . 35
360 Enter the amount of gross proceeds Invested or to be Invested In a guaranteed Investment contract
(GIC) (see Instructions) 36a p
b Enter the final maturity data of the GIC 10,
c Enter the name, of the CIC provider 0-
�7 Pooled nanclings: triter amount of the pro sof th(s issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . , . . 37 _
It this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and anterthefollowing Informallorr,
b Enter the date of the master pool obligation Ow
c Enter the EIN of the Issuer of the master pool obligation ►
d Enter the name of tha Issuerof the master Pool obligation►
89 If that issuer has dosigirtated the Issue Onder section 2 (b)(3)(S)(1)(II (small Issuer exception), check box . . , .
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . , ►
41a If the Issuer has Identified a hedge, check here ► ❑ and enter the following information:
b Name of hedge provlder►
c Type of hedge to y
d Term of hedge
42 If the issuer has superintegrated the hedge, check box . . . . P. C1
43 If the Issuer has established written procedures to ensure that all nonquallfled bonds of this issue are remedlated
according to the requirements under the Code and Regulations (see Instructions), check box . . . . . . ► ❑
44 _ If the issuer has established written procedures to monitor the requirements of section 148, check box . ❑
45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount
of reimbursement . . . . . . . . . ►
b Enter the date the official intdnt was adopted No -
Under
Under P area of po4ury, I dealare that 6 have ournined this return and aarso ty) ddladdift W dANIMAts, wW to the best of my knowled®a
Signature and bad, the truer, correct, and Cdta. ! t t4ttwr e t tl nxrst to ihetl atlisa3oira rrrtha t 's r informa9lon, as necessary to
and prcdaaath to th at t o authorized above.
Consent seen Ashton, or
Aawto at tasuces 4unaWnd re tie ttva Data a or OM name andtette
p pdn pre p rurb name Vrepstap°sate re Data PnN
Check Q H
Prepare
r self-empl®yad x,
Use Only Pam's o
Firer°a ad r ` nares
Form03� (Rev, s 2o11t
COMMUNITY
LEASING
PA RTN.ERS
DWlsfan oECammaearyfks6 Na4ioaal Baidc
Pinnacle Public Finance, Inc.
8377 E. Hartford Dr. Suite 115
Scottsdale, AZ 85255
Re: Master Equipment Lease Purchase Agreement dated as of 7/5/2018 between City of
Downey, (Lessee) and Community First National Banko (Lessor); Lease # CA201 - 6 E
Dear Connie,
This letter should serve as notification that Community First National Bankt orr munity Leasing
Partner's will file the IRS Foran 8038 for City of Downey California, EIN #95-1918226 on 7/5/2018.
We will ensure the form is submitted no later than the required filing date deadline.
If you have any questions, please feel free to Contact me at (785) 323-4220.
Respectfully,
Cindy Turner
Assistant Vice President -Leasing Operation
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, made and entered lift as of 71512818 by and among Community First National Bank, a national
banking association ("Escrow Agenf'), Community First National Bank, a corporation duly organized and existing under the Laws
of the State of Kansas J%assoel, and City o(Downey ("Lassee"a toolItIcal subdivision under the laws of the State of California
("State"), duly organized and existing under the Constitution and faws of the State:
WITNESSETH
WHSRSAS, Lessee and Water have entered into a Schaduto of Equipment No. 01. dated 710618 to MastorEquipment Lease Purchase Aweemarddated
es of 71612018 ("Agreamenr), a dupileato Original otoffitth has boon rumlahad to each ofthe purges, whereby Lessor has ogm ad to aquire certain equipment
described therain ("Equipmertr1h and to still Ilia Equipment to The Lessee, and Lessee has agreed to purchase the Equipment *am Lessor, In the mannor
and on the terms set forth In the Agreement; and
WHEREAS, the Equipment has or will be ordered from the Vendor, and there Is expected to be a delay In delivery of the Equipment to Lessee. and
VWEREAS, In order Is secure the obligations of Lessor under the Agreement, Lessee has requested Leader to set Aside In escrow with the Escrow Agent,
pursuant to the terms hereof, the anticipated purchase price of the Equipment, and
WHEREAS, Lessee, as agent lowl-essar, will cause MaSquipment to be acquired from Vendoffn accotdance WIM the pUrthese orders aroon(MC11, therefore.
and neither Lessor nor the Escrow Agent shell be obligated to assume or perform any alloilgallon of the Lessee or Vendor with respect thereto or anger the
Agreement,
NOW, THEREFORE, in Consideration of the premises and the mutual covenants contaTned herein, the parties agree as follows;
ARTICLE 1. APPOINTMENT OF ESCROW AGENT: DEFINITIONS
Lessor and Losses hereby appoint and amployestrowAgont, to receive, hold, Invest and dWe the Moneys
to be paid to It puiwant to this escrow Agreement and the Agreement, and to perform certain other rUrreflona, all Ad heralhafter provided. By executing and
Olellvaring this Escrow Agreement, Escrow Agents pats the, d0ba and obligations of Escrow Agent provided herein, but only upon the terms and conditions
set forth.
The terms defined In this Section shell, for all purposes of this Escrow Agreement have the meanings specified below. Any
calaltalized term not derided below anall have the meaning anal bed In theftooment,
"Agreemonel meant the Schedule of equipment ft 0% dated 716120 Is to Master Equipment Lease Purchase Agreement dated 71612014, by and between
Lessee And Lessor and any duty authorked and executed amendment thereto, the terms of wb1ch am incorporated In by reference.
*Acquisition Coale* means. cigh respect to the Equ(pMent, ft, contract ptfca paid arts be p old to Vendor therefore Upon acquistion ors of shy portion
of the Equipment In accordance with the purchase order or Contract therefore. AcquisKion Costs, include the administrattva. ongirrearbig, legal, Heart " and
Other costs Incurrsd by the Lessee in Connection with the ac UISIUM delivery and financing by Lessor of the Equipment.
Ofteoptance CortIffoats" means an acceptance certificate In 'fa form attached to the Agraeownt,
"Acquislition Fund' Means the fund by that name established end hold by She escrow Agent pursuant to Article It of this escrow Agmemord.
"Closing Date" means the day when Les sordeposIts with the sscrow Agent the mor 4yrtostrulmid to he deposited pursuant to Article It.
"Equipment " means the Personal property described In the Agreement. together " any and all modifications, additions and alterations thereto, to he
acquired from the Moneys hold to the Acquisition Fur4
lactose AftertV meant Community, Flett, hie a( arnk or any suceassortharoto acting as Escrow Agent pursuantto this Escrow Agreement.
"Escrow Agreement" means this Escrow Agreement and any duly autharked and executed amendment thereto.
Independent Counsel' means an attorney duty admitted to the practice of taw before the highest court of the State In which he maintains an office and who
Is not an employee of L%=4 the Escrow Agent or, the Losses.
"Losses Representallva" means the representative of Lessee or a person authorized by the Lessee to act on Re behalf under or with respect to this
Agreement.
"Lessor Representative" means the President, any Vice President or Assistant Vice President of ser, oranyperson Authorized to sot on beholforLessor
under or with respect to this Agreement, as evidenced by a carliffeate conferring such authorization executed by the President. only Vka P or
Assistant Vim President of Lessor, given to the Lessee or the Lessee Representative.
"Payment Date" means the date upon which any Ramat Payment undartheAgreemant Is due and payable, As set forth In the Payment Schedule.
'Payment Request FoW moons the document substantially In the form attached hereto as Exhibit A to be executed by Lessee and Lessor and submitted
to Escrow Agent to authorize payment of AcquIslition Cost%
"Quatfled means (1) direct general ablIgallons of the United States of America,. (H) obligations guaranteed by the United States: (15) general
Obligations, of the agandcs, errs instar the at the Untied States; (1#4 skates -of deposit, time deposits or demand deposits with a It or savings
institution qualified as a depasli&y of public f in ft State of Ko provided that such carlIficates ofdapotilf, time deposits ordem4nd deposits, If not
insured by the. Federal Deposit losurinca Corporation of the FadaroJ Savings and Wan treurattod Corporation, are fully secured by obligations deserted in
Clautes (1), (11) at 011); (v) money marital lbrels, the assets of which are obitgodons of or guaranteed by The United Slates of America and which funds are
rated "Aae by MoodVa Investors Service or 11AW or "Am -0' by Standard & Poses Corporation.
"Rental Paymenle" means the basic payments payable by Lessee to Lessor proluent to Ilia provisions of the Agreement during The term thereof which are
payable in conjunction of the right of Lessee to use the Equipment during the Man current portion of the term of the Agreement.
"Term of the Allreemonr means the time during which the Agreement Is In affect, As provided In Article III of the Agreement.
'Vendor" Means the manufacturer of the Equipment as well as the agents or dealers ofthe manufacturer from whom Lessor purchased will purchase or has
q ft ulhcd� l nt Each of lho parilea fturotay reptosonis anti wants that it hes It legal authority and Is duty empowered to enter InID this
Agroernent, arts hos lkOn all aclicns ne nary to ouihorlrta bis oxagrrllon cif this Agreement by the Officers and person signing It.
ARTICLE 11. ACQUISITION FUND
Agent shall'establish a special fund designated as the "Acquisl0on Fw&% the# keep such AcquiAltion Fund separate
said apart from all outer funds and ya: hold by try and shall administer such funds its expressly provided hereunder.
sect 8 ti salt of htonays lav ► as rtr„ At the Closing Date, Lector shall deposit with the escrow Agent the amount of 111=9 = Es tow Agent
Fund established and to be held" applied and disbursed as herein provided.
The Act(tusitkur Fund shelf be expanded ler, ft Atqulsitlars Costs of The equipment Racrow Agent
st(aII ay fraasn ills AottulalllOrt Frond rho ulsillon Costs of the eovipantug, upon receipt from Lessee and Lessor the following Items'.
a) 1st the case of payment Clang vialtion Costs to Vendor pursuant to a contract or purchase order, (1) a duly executed Payment Request
Form, with a true COPY of the Vendor's statement attached, (2) where applicable, a duplicate original of Any change order approved by
ATTACHMENT A
le for any loss suffered in connection with any investment of funds made by It
WROMM'',
obligations be deposited with such frank or banks as maybe selected by Esaow Agent, and 111110 by or for account or we escrow to it— Its 16t-11ty
fob such deposits
Haug r iM .� Unless eadler terminated pursuant to Article VII, this Escrow Agreement shall terminate upon the final distribution of all moneys
10 the Acquisition fund. .
AC TIPI C M TUC CCROnutt ERFNT..
- 1.8 MunlStd
The recitals, statements and representallons by Lessee and Lessor cdntalned In this Agreement shall be taken and construed as mode by and an the pari
of Che Lessee and Lessor, as the case may be, and not by the Escrow Agent, and the Factow Agent does not assume, and shall not have, a any reepanstbllity
or obligation for the correctness of any thereof,
ARTICLE V. A33143NMENTS; AMENDMENTS
f _ This Escrow Agreement may be amended In wilting by agreement among all of the parties.
ARTICLE VI. FURTHER ASSURANCES
a .filar; d.ft h r A ran Lessor and Lessee will matte, execute and deliver any and 40 such further Cher iullo Instruments Batt a art a ae
may be onasonably necessary at proper to carry out the Intention; a to facilitate the per(birmanca of this eacrow agreement and for trader assaidno and
onfirmlot; the sights and benefts provided herein
tp4.ii$4$eL4R 4rCkarc'tr13&i:#.Uq Lfa'aratir,.:wnacrr a4�nr rS#i9Pa r'aa:.rae eiLel4:. �ffi 1:FtP4 4%7 WW��.S itlSiQP 4.'ir2}C9Uf &bW 4%bWW AWEWWWq �1WUAW:L.,B.W.�ca +,x,Wix+w.YY x,vi&ti�x sxae., r
default or termination for non-apapropttatlon. Upon receipt of notice of termination from Lessor, r, Agent *a# pay to Lessar, or Ile aalqneoi
all moneys M the Aaqufelvan Fund In accmdance with sadarl 2.0&
(b) In the even! oflhs failure by any party hereto to observe and perform any coyanant,00raliffondr agreements" ItspArt to be observed or performed
underififs Escrow Agreement, any nonwdefoulling party hereto shall have all of the lights and tomeoles, new arharoa erexlsting at taw Orin equity;
against the defaulting party.
(c) No delay or emission to exercise any suet right or power accruing upon any default stall be construed to be a walverthereof, but any such right
or power may be exercised from time to time and as often as may be deemed expedient.
TICLE W z L.M1`AfiTI_ tests __ 13-ILITY
xa+e aaW� wxeu +a u , xve.-r�, ora ev 4t;;4MWPllW i�aa 7 xY,r r,v4acWW,or m+•,� c.n®tiR, WP1Wi sr. ,oerenW.�aa� w.awwa. +,preWW+r v. n „W., :,„x «W�.n. •., .�. • +�R --�. •,•
responsible s y for lase busC s-Iftte herr ora of the dudes exprosalit imposed upon Escrow Agent hereunder. The m altars of 18014, 0owmants and
agreements herein contained pertaining to Lessee and LaAsa $[fait to i; as state rt#, stM%and Arte ofiiae a WL of las e
may be), and 'Esc Agent assumes no , ponsdblllty for the eormetnass of the some, or makes any mprosentalloo as to the validity or sufficiency of Into �
Escrow Agreement, oruhari Incurany reapdnslbdity In respect thereof. other than in connection with the dudes orohligaltans herein Imposed upon it. Escrow
Agent shall not be liable to esnoodlarl Min the porfannance of its duties hereuttr, r, except rat Re own negilgainte, or willful derau%
Ws tiara d* > tndartnlii mo r.
To the extent pennittetd by applicable law, Lessee agreas to Inderstills and save esetow Agent hamaiass from and against all
ctumso suits and sultana brought' fast 11, or to which it Is made a muiy� and lintre all losses and datnages, including without tt solion r4asonable, attorney'
fees and cowt catta•suliered by a as a TwinAt lhateof, whote such claim. stall or aalfon Mass in connection with this Escrow Agreement. lho transactions
described haraln and to the Agreement or ft Esotow AgenVa, employment as an Escrow Agent by Lessee and Lower, Notwithstanding the foregoing, such
irtdomniftcall n drag net extend to clattas, suits and acilons brought against the Escrow Agent for falfure to perfami and carry mit the duties sperdftaally'
Imposed upon end to be performed by it pursuant to this Escrow Agreement slid claims, suite or actions ,96*g from events solely and directly allribalable
to acts of Lessor. in the event the Lessee is required to Indemnify esemw Agent an heroin provided, Lessee shall be sobrallated to The dghts of the Escrow
Agent to recover such losses or damages freta[ any other pa o or an{fty,
Ito
l Ili Ill_naC; Ct Lessur ar t Besse are In dI rasrnont about the 1OW41411011 of this
Ea owx a graariieatt, or attout lite rlgtata situ otallgatlorts, crr the propnoly 4f any acTlon eonlsntpla by EseroVe Agtrnt heretandnr, Escrow reagent may, but
sfaeN not be farad t, oto ort ap�roprfalo plult rrcttanlo redo Itra ills eemont w Agent assail ba ttadernolkad by Lasuoe In eccurdan wail; s n
6=
) for all casts Fn pottstoeltora tytTh sash civil antlan, and shall qo fully p fete oil m stnspotrding ail of port of iia aetivtilsa unrkrir lens
Escrow Agreement ll a
a gnal judgment In such a,adlan Is received.
lieclion g da Caiman eff'-MW d Before being required to take any action, the Ewcw Agent may r ire (1) on toltn! ofindependent Colosel acceptable
to she Escrow Agent, which counsel may he counsel to any of The parties hereto, and which opinion shall be made ovallatfle to the other parties hereto, or R
(It) a vortflad eattiftcate of any party hereto, or (Cil) troth (t) and (1l), concerning the proposed action. Escrow Agent shalt be absolutely protected in retying'
thereon If It does so In good 16111E
[torr g o LI 161 on of Rights to F mg, Nothing in this Escrow Agreement, expressed orimpiled, is Intended or shall be constfued to give any person i
other than The Lessee, Lessor or the Escrow Agent any legal or eguttable right, remedy or deem under or In respect of this Agreement or any COV411611,L
otadluott or patavisloo havaef; and all such covenoole,tandibuns and ptoVisions are and shalt be for the sole and exclusive hanalll of the Losseq. Lessor
and Escrow Agent
IC Ix. Iag Ll MgOU
B olton tt,g t. Be The Escrow Agent shall keep complete and accurate records of all moneys received end disbursed under this Escrow Agreement,
w9 lch shall be svallabie for Inspactlon by the Lessee. Lowar, or the agent of either ofthonn, at any time during regular business, hour$,
Beallon €t.Qj Hotires; All written notice to be given under this'Escrow Atireementoltall be givers by mail to the patty entitled thereto at its address set forth
below, or at such addrdss at, Ilia party may provlde to the *list parties fitwAling from titre to Time, Any notice shall be (foamed to have boon received
rg hours after deposit In this United States snail In registered or cartiflad fern[, with postage fully propald.
" tlorr iia # orrsm t mt+rs. Tlr Eseraw Agreeravaarl sStelf T eonairiretl and avamed to accordance with the laws of the State of Kenaas.
ctC ra og t ar#lai Inyaildller Away prorafstora of Cnia Escrow ngrcn iaot roar" to be prohibited by laws shallhe Ineffective only to dtci extent of such
prohiltittrati, and st;all vol tnvattduie lite rontrtndter of IhCa Escrow Aslreeattirrnt,
19-Munigtd
ecUM1 SA,U P3Inc!Inn Ii S 44 erg. 1 upon ane wuxeu w vra UUFRUNI in Mir. ptm * ,
end asslgno. novor In hate Eactoau Agreement any pally hereto to named orraf ' d to, such references shell be dectmod to lncltde permitted &UCcosws
or assigns thereof, and all covenants and agreements contained In this Earrow Agreement by or on babalf of any party hereto end bled end Imoe to tho
boneitt of permitted suoeessovt and nsalgris thereof whether or not so expaassed.
am gt5 Exe ala et Corte . " This Escrow Agreement may be executed In several counterparts, each of which shell be an odgfnal and all of
which shall constitute butane and the same oureamerit
IN VOTNESS WHEREOF, the parties have executed Ihls Escrow Agreement as of the dale and year first above wdEt®n.
ESCROW
Community First National Bank
216 a. Both Child Road
Me n KS .0
ot
Blake Kaus, VP
LESSOR:
Community First National Bank
215 S. Setif Child Road
Man KS 1366t12
lgnstl
Blake Kaus, VP
Name and -nde
Attested by City Clerk
iota die ilstte, CSC
Approved as to form-Clty Amt a
Y tie M. Abich GarcJs
20-Kunistd
EXHIBIT A
PAYMENT REQUEST FORM
Kil
i, c• r •_: a . .i..L if
• A>
• r •
By executing this Payment Request Form the Lessee hereby represents that the Psyso or Payees listed above who we t sting payment h0a delivered
the Equipment or a portion of the Equipment or performed the services to the sallsfact%n of the Loesee and the amounts requested above by the P
or Payees are proporllaasts with the value of the Equipment delivered or saivlces rendered by the Payee or Payees.
Partial DIshumement. The undersigned carllfies that the (clawing documents ere attactred to ihts Payment Request Fam when them is a requast for a
partial release of "de from the Escrow Account to pay for a portion of the Equip ` t» (1) invoice from the Vendor. ( copy of the agmemetd baboon
Las and vendor (if requested by the Lessor or Escrow Agent), (3) ftonit and back copy of the odgiml MSCITIVe (Uparrmant from Escrow Account to for
a chassis) Haunt Community First National so its assign# as the first lien hotdoc Sy executtiv Oft Payment Raquest Fvm and attaching the
documents as required above, the Lessee shall be deemed to have accepted *a portion of the Equipment for all purpeosea under the Lease, Inducing,
without Ilmitadon, the obligation of Leasee to make the Rental Payments with respect thersto In a proportionate amount of the total Beate) Payment, By
"Cure 011a to this portion of the Eaulament and keep the Lease in full force and effect. r
and affect.
33EE« _
City of e _
Scan Ashton, Mayor
Attested by City Clerk
e tibia ttatic, CM
Approved as to farm -City Attorney
Yva o "1. Attica Garcia
- 21 - ?4uniscd
� ■ t � ■ t IIF. Y: div � 4E t s:: ;. ,
1,2. The Indluldual execulfng thle CeriilIcate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and executing the Financing
Documents.
1.3. To the best of the undersigned's knowledge, 104(mallon and belief. Die eVectiallons contained in this Doftiffnete are reasonable.
1.4. Lowe has not been notil ad of any Haring or proposed lts(ing aft by the Internal Revenue Service ss an IsWer Whom tatttfteadons as to arbitrage may
not be raged upon.;
°IS. The refuel payments due under the Financing Documents will be made with monies retained in Lessees general operating fund (or an account or sub
account fh rofn)< deo smiling, debt service, resme, of similar fiend or account will be maintained for the payment of the rental payments due under the
F(Pancing Documents at pledged as security tharalar
1.6. if any tither govofnmentat obllgelfons criers or ire ging Issued by or on behalf of Lessee within fifteen (18) days of the date of issuance of the Financing
Documents, such Obligations either #1 wore not or we not being issued or sold pursuant to a common pian of ifnancing with, or (In will not be paid out of
Substantially ft some sola of funds as the Ilnancing pursuant to ft Financing Documents.
Z,Purooso of the Financina Documents
211. Ctce Flttancing 13o Moeda are baing entered iota for the purpose of providing funds for financing the cost of acquidrig, equipping and Installing the
Equlpment which It essential to the governmental functions of Lessen, which Equipment Is described in the Equipment Description exomAed and delivered
by Lessee pursuant to the f=inancing Documents. The prindpol amount represented by the Financing Documents, or .12 .li9fh,g will be deposited In
escrow by Lessor at closing and hold by CammunAy First National OaO, as Escrow Agent (the crow Ag `i pending ocgthlsilfon of Equipment under
the terms of that certain Escrow Agreement dated as at 11&2018 PhoEsorow Agreement"l, by and among Lessor, Lessee and Escrow Agent.
Z2. No portion of the principal amount repreamted by the Flttancing Documents will be used as a substitute for other funds which were otherwise to be
used as a Ansiteft of financing for the Equipment, orwM be used, directly of Indlrectly. to replace funds used by Lessen to acquire Investments which produce
a yield materially Monnet than the yield to Lessor under the Financing Documents.
2, 3. Lessee does riot expaci to sell at otherwise dispose of the Equipment, In whole or In part at a dale which Is eartler than the final rental payment due
under the FinanciratDocuments.
raise shall not request that h be reimbursed for Equipment acquisition cost payments already made by It unless the following conditions have been
W -
(a) Lessee made a declaration of Its reasonable intention to reimburse the acquislllon cost psymentsought to be rairnbursed with the proceeds
of s,sorrowing not later thin sixty (40) days ager the date an which It made the payment, which declaration sattsfies the 'Ki iciat Intent
Require nt'sat forth in "frees. Req, Sev.1AW2,
(b) The reimbursement being requested wdit lye made toy wditen allocation before the later of eight (1 d) manths after ft acquisllion coat
payment was mods at eighteen (le) months attar the item of Equipment to which such payment Wines were placed inservice;
(c) "the arttire payment with (aspect to which Mothurseelent is being sought is a capital expernftte, baing a cost of type property chargeable
to a capital account undergeneral radand finctime taxprtncipleo, and
(d) Lessee wilt use any reimbursement payment for general operating expenses and not in a manner which could be construed as an 4HIJIM or -
device under Troso. iReg. i;s% 1. 148-10 by, virtue of, among other things, use to refund, or to create or Increase a ng, teserve or
4� 1'esnoorary Period. '
41. Lessee oxpect% within six months from the dao of Issuance of the Sciancing Documents, (a) to have had disbursed from asctow an account in excess
Of the West 2112% of the amount deposited by Lessor In ascrow or ;M,000, or (b) to anw into binding obligations with third parties octtieting Lessee to
spend such amount.
4wZ The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of final arooptarsoof the Equi` ant:
4.3. lira ttatrra of Ertrripmant bclrtg acqulfad by La a wilt be dstivesrsd at Irarlaas times. At Iewd 1S,% of the sura of the amount doposiled In escrow and
the reasonably anticipated Interest a Mans thereon will be used to Oav the acculsition mine of name of Eaultiment withtn six moritha from the data of
Will be used to pay the `acquisition cost of Items of Equipment within 12 months from the dike of issuance of the Financing Documents, and 100% of the
ainaurd deposited In escrowund Interest earnings thereon will be used to pay the acquisition cost of Items at Equipment prior to 18 months from the date of
Issuance of the Financing Documents.
4s4. The total acquisition cost of the Equipment Is net required to be paid to the vendors or manufacturers thereof until the Equipment has boon accepted by
League.
S. Escrow Account.
'0.1. Th,fnaoDocuments provide That the monies dapou(ted In escrow shall be, Invested until payments to the vandor(s) or me fecturer(s) of the
Equfpmerdareduc, Lessee will angure that such investment Will not reottit In Lessee's obligations under the Floontinfi Documents haing treated as an
arbitrage bond11 or o "federally guaranteed bond" within the meaning of Section 143(s) or ciion 149(#) of the Internal Revenue Code of 1986,.as
amended (the °Code'"), respectively. Any monies which are earned from the investment of these funds shall be (abated as Interest earned. All such
monies will be disbursed on or promptly atter the date that Lessee accepts the equipment.
ATTACHMENT
e:,
6A. Na part 01`1110 proceeds of the Flrtsocinp Oacurrents orthe Equipment will ba used In arty private business use" within the meaning of Section 141(b)(6)
ofthe Internal Ravanue Code o(1966, as amended,
6.2. No part of the pmendo of the Financing Oacuments w1ba used, dkactiy. or Indirectly, la make orfmance any loans to non-govammental entities or to
any governments] agencies other than Lessee.
L11 lo+taralrramrrrae
i.1, irymon(oftho pct ipad or Interest due under the:Floandnil Documents Is not directly or indirectly guaranteed, in whole or In part by the United States
or an agency or kottrumentaigir thereof,
71 No portion of the proceeds under the VinaT10114 DocUntants ahati bels used In making loans, the payment of principal or Interest of which are to be
guaranteed, in whoto of in part, by the United States or any agency or Instrumentality thereof, at Cil Invested, directly or Indirectly, in federally Insured
deposits or wcounis i(stmb Invosimerrt would cause ffm fimlicing odder the Financing Documents to be federally guaranteed within the meaning of Sedion
140(b) of the Code.
6,1, l ossee'agrfzae to comply with the rebate requirement set forth In Section 148(f) of the Code In the avant that far any reason it Is applicable to the
mi?noing pujujnt to Financing Documents.
IN WITNESS WHEREOF, this Tax Compliance Agreement and No Arbitrage: Certlftente hes been executed an behalf of Lessee as of the date set forth
Wow,
LESSEE;
city of ney
Seats Ash , Mayor
Attested by City Clwk Approved as to farm -City felt y
ikia �O-uAMC����hart M. bi is tBoc i
M 23 Munistd