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Interest Rate. Disbursement of The transaction will fund upon execution of final documents, acceptable to Proceeds: Lessor, including a Performance Bond, per below: • Advance Payment directly to Golden State Fire Apparatus - $1,125,391.93 • Direct payment to the City to be held for contingency costs - 5112,539.19 [may be used for alternative, essential-use equipment] Security: Lessee will grant Lessor a first priority security interest in the financed equipment. UCC I and UCCII filings will be completed as applicable. If equipment includes a titled vehicle, Lessee agrees to include Lessor on vehicle title as lienholder. Documentation: The terms of this financing will be evidenced by agreements_ instruments and documents("Lease Documents')usual and customary for a Tax-Exempt Lease Purchase.The Lease Documents must be acceptable to Lessor and its counsel. In addition, Lessee shall provide evidence that Lessor has been added,as additional Obligee,to the Lessee's performance bond prior to advance payment to Golden State Fire Apparatus.Performance bond provider shall be mutually agreeable to Lessee and Lessor. Lessor or its counsel shall prepare supplemental documentation_ Lessee shall be responsible for its own expenses related to review of the lease documents and delivery of opinion of counsel.(Sample Master Lease attached) Reporting Lessee shall deliver audited annual financial statements within 270 days of the Requirements: end of each fiscal year. Conditions Usual and customary conditions to issuance of the financing including acceptable Precedent: legal documentation which will include an opinion of counsel that the financing is valid, binding and enforceable. Additionally, documentation will provide that interest earned by the Lessor in this transaction will be excluded from gross income for federal tax purposes. Representations Usual representations and warranties for like situated Lessees and the Facility's and Warranties: type and tenor, including,without limitation,absence of material adverse change, absence of material litigation,absence of default or potential default and continued accuracy of representations. Maintenance& All maintenance and insurance are the responsibility of Lessee. Lessee shall bear Insurance: all risk of loss or damage of the Equipment and will be responsible for keeping the Equipment insured with companies satisfactory to Lessor. Lessor, its parent and/or affiliates, its successors and assigns must be named as loss payee and additional insured as applicable, on all insurance policies. Evidence of such insurance must be satisfactory to Lessor. Lessor shall consider the City self- insuring the equipment for property and liability coverage. Judicial Reference: The Lessee and the Bank will waive, to the fullest extent permitted by applicable law,any right to have a jury participate in resolving any dispute in any way related to this term sheet, any related documentation or the transactions contemplated hereby or thereby. The Lessee hereby consents to the adjudication of any and all claims pursuant to Judicial Reference as provided in California Code of Civil 560 Mission St, Floor 20 San Francisco. CA 94105 Office i Cell: (925)212-1065 1 rebecca.a.lowe@jpmorgan.com JPMorgan Chase Bank. N.A.