MUNICIPAL LEASING ASSOCIATES, INC.

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LEASE WITH OPTION TO PURCHASE #91-093 This LEASE WITH OPTION TO PURCHASE ("Lease") is dated and is by and between MUNICIPAL LEASING ASSOCIATES, duly organized and operating under the laws of the ("CORPORATION") as lessor and the CITY OF SANTA ANA, a organized and existing under the laws of the State of as lessee. r as of June 27, 1991, INC., a corporation State of California Political body duly California ("CITY") - RECITALS: WHEREAS, the CITY deems it essential to acquire the property described herein for its own public purposes; and WHEREAS, it is intended that this Lease be treated as a tax-exempt obligation of the CITY for federal income tax purposes; and WHEREAS, the CITY and CORPORATION agree to mutually cooperate now or hereafter, to the extent possible, in order to sustain the intent of this agreement and the bargain of both parties hereto. WITNESSETH: NOW, THEREFORE in consideration of, the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. LEASE. CORPORATION hereby leases to CITY, and CITY hereby leases and hires from CORPORATION all property (hereinafter referred to as "Property") described in the schedule or schedules (hereinafter referred to collectively as "Schedule") executed by the parties concurrently herewith or hereafter and made a part hereof. 2. PROPERTY ACQUISITION. Corporation hereby appoints CITY as its purchasing agent to acquire the Property leased hereunder and CITY hereby accepts said appointment (hereinafter "Agency"). The AGENCY is limited to i) negotiation of terms, conditions and acquisition cost of acquiring the Property from suppliers and contractors (collectively "SUPPLIER") selected by the CITY; ii) to the inspection and acceptance of Property upon its delivery and installation; and iii) to the exercise of any rights or remedies with respect tb Property warranties or guarantees. All warranties and guarantees, either express or implied, that inure to CORPORATION by virtue of the AGENCY are hereby passed through to CITY to prosecute at CITY'S sole discretion. 3. LEASE PROCEEDS: Lease proceeds approved by the CORPORATION and specified on each Schedule will be available for acquiring the Property via disbursement either directly to the SUPPLIER or indirectly as a reimbursement to the CITY pursuant to the AGENCY. Disbursements may commence upon completion of Lease documentation and the issuance by CITY to CORPORATION of a disbursement authorization. Disbursements for each scheduled Property shall not .occur prior to its acceptance date unless Corporation and CITY shall execute an Advance Payment Agreement that is made a part. hereof. Said Advance Payment Agreement shall specify terms, conditions and method of repayment for the CITY obligation created by the disbursement of Lease proceeds in advance of Property acceptance.