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De Lage Landen Public Finance LLC State and Local Government Lease - Purchase Agreement 1111 Old Eagle School Road PHONE: (800) 736 -0220 Wayne, PA 19087 FACSIMILE: (800) 700 -4643 Legal Name City of Santa Ana Lease Paynwnls. See Lease Payment Schedule Attached as Attachment l Phone Number 714 647 -5402 [Full A Nacre (if any) For DE LADE LANDEN PUBLIC FINANCE LLC Purchase Order Requisition Number ing Address 0 Civic Center Plaza M16 City Slate Zip Santa Ana CA 92702 Send Invoice to Attention cif: Equipment make — Model NO. Serial Number Description (AllachSeparato Schedule BNecessary) Please See Attached Equipment Description as "Attachment 2" End of Lease Option: $1 Equipment Location (if not same as above) City Slate Zip Number of Lease Payments 12 Lease Paynwnls. See Lease Payment Schedule Attached as Attachment l Full LemTerm(inMonths) PaymenlFrequency For DE LADE LANDEN PUBLIC FINANCE LLC ❑ Monthly 36 I WOuarlerty 11 SeMamually 0 Annually 0 Other End of Lease Option: $1 By checking the box below. YOU herebydesignalethisLeaseasa' qualifiedlaweemplobligallm 'asWinedin Section 265(b)(3)(0) of the Internal Revenue Code and represent that the aggregate face amount of all lax- erenpt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds) Issued at to be Issued by YOU and YOUR subordinate entities during the calendar year In which WE fund this Leap Is not reasonably expected to exceed 510,000,000. - 0 Bank Oualificalion Elected TERMS AND CONDITIONS Please read YOUR copy of this State and Local Govemment Lease- Purchase Agreement ( "Lease') carefully and feel free to ask US any questions YOU may have about iL Words "YOU" and "YOUR" refer to the "Lessee" and the words "WE; US" and "OUR" refer to De Lage Landon Public Fi LLC, its successors and assigns, as the "Lessor" of the Equipment 1. LEASE. WE agree to lease to YOU and YOU agree to lease from US, the equipment listed above (and on any attached schedule) Including all replacement parts, repairs, additions and accessories rEquipmerd ") on the terms and conditions of this Lease and on any attached schedule. 2. TERM. This Lease is effective on the date when the term of this Lease and YOUR obligation to pay rent commence, which date shall be the date that funds are advanced by US to YOU, the vendor of the Equipment or an escrow agent for the purpose of paying or reimbursing all or a portion of the cost of the Equipment (the "Commencement Date ") and continues thereafter for an original term ( "Original Term ") ending at the end of YOUR budget year in effect on the Commencement Date and maybe continued by YOU for additional one -year renewal terms ( "Renewal Terms ") coinciding with YOUR budget year up to the total number of months Indicated above as the Full Lease Term; provided, however, that at the end of the Original Term and at the end of each Renewal Term unfit the Full Lease Term has been completed, YOU shalt be deemed to have continued this Lease for the next Renewal Term unless YOU shall have terminated this Lease pursuant to Section 5 or Section 17. Lease Payments will be due asset forth on Attachment 1 until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to YOU under this Lease are paid in full. Asset forth in the Lease Payment Schedule, a portion of each Lease Payment Is paid as, and represents payment of, interest. YOUR obligation to pay the Lease Payments and YOUR other Lease obligations are absolute and unconditional and are not subject to cancellation, reduction, setoff or counterclaim except as provided in Section S. THIS LEASE IS NON- CANCELABLE EXCEPT AS PROVIDED IN SECTION 5. 3. LATE CHARGES. N a Lease Payment to not made an the date when due, YOU will pay US a late charge at the rate of 18% per annum or the maximum amount permitted bylaw, whichever Is less, from such date. 4. CONTINUATION OF LEASE TERM. YOU currently intend, subject to Section 5, to continue this Lease through the Full Lease Term and to pay the Lease Payments hereunder. YOU reasonably believe that legally available funds in an amount sufficient to make all Lease Payments during the Full Lease Tenn can be obtained. YOUR responsible financial officer shall do all things lawfully within his or her power to obtain and maintain funds from which the Lease Payments may be made, including making provision for the Lease Payments to the extent necessary in each proposed annual budget submitted for approval in accor- dance with YOUR applicable procedures and to exhaust all available reviews and appeals ff that portion of the budget is not approved. Notwithstanding the foregoing, the decision whether to budget or appropriate funds and to extend this Lease for any Renewal Term is solely within the discretion of YOUR governing body. S. NONAPPROPRIATION. YOU are obligated on to pay such Lease Payments under this Lease as may lawfully be made from funds budgeted and appropriated forthat purpose during YOUR then current budget year. If YOU fail to appropriate or otherwise make available funds to pay the Lease Payments required to be paid in the next occurring Renewal Term, this Lease shall be deemed terminated at the end of the then current Original Term or Renewal Term. YOU agree to deliver written notice to US of such termination at least 90 days prior to the end of the then current Original Term or Renewal Term, but failure to give such notice shall not extend the term of this Lease beyond the then current Original Term or Renewal Tenn. If this Lease Is terminated in accordance with this Section, YOU agree, at YOUR cost and expense, to peaceably deliver the Equipment to US at the location or locations specified by US. 8. WARRANTIES. WE are teasing the Equipment to YOU "AS•19" and WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PAR - TICULAR PURPOSE. WE transfer to YOU, without recourse, for the term of this Lease all warranties, it any, made by the manufacturer. YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHOR12ED TO WAIVE OR CHANGE ANY TERM, PROVISION OR CONDITION OF THIS LEASE AND, EXCEPT FOR THE MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THIS LEASE OR THE EQUIP- MENT. WE SHAH NOT BE LIABLE FOR SPECIAL, RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT. YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THE LEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER. 7. DELIIIERY AND ACCEPTANCE. YOU ARE RESPONSIBLE. AT YOUR OWN COST. TO ARRANGE FOR THE DELIVERY AND INSTALIA110NOF THE EQUIPMENT (UNLESS THOSE COSTS ARE INCLUDED INTHE COSTS OFTHE EQUIPMENT TO US). IFREOUESTED, YOU WILL SIGN A SEPARATE EOUIPMENT DELNERYAND ACCEPTANCE CERTIFICATE. WE MAY AT OUR DISCRETION CONFIRM BY TELEPHONETHAT YOU HAVE ACCEPTED THE EQUIPMENT AND THAT TELEPHONE VERIFICATION OF YOUR ACCEPTANCE OFTHE EQUIPMENT SHALL HAVE THE SAME EFFECT AS A SIGNED DELIVERY AND ACCEPTANCE CERTIFICATE. (Terms and Conditions continued on the reverse side of this Lease.) You aWee to elf of the Tans and Conditions oordaired in both sides of this Lease, and in any attachments to soma (all of which are Included by reraence) and become part of this Lease. YOU admoaledge to have read and agreed to all IM Terms and Conditions You agree that this =97.1K. he Equipment Is: 1P NEW 0 USED Signature Dale 1 � Tale Pilot Name Z Legal Name at Corporation City of Santa Ana (LEASE MUST BE SIGNED BY AUTHORIZED OFFICIAL OF LESSEE) Lessor Signature Dale Prod Name Tills For DE LADE LANDEN PUBLIC FINANCE LLC Lease Number PUB 11708 Lease Dale November 16 2012 Herder 1.0. Number K8081 Page 1 of 2