MOTOROLA CREDIT CORPORATION AND MOTOROLA SOLUTIONS (2)

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the --day of Apr! 12015, LESSEE: CITY OF SANTA ANA By:,_ Printed Name; Title: LESSOR: MOTOROLA SOLUTIONS, INC. By: Title: CERTIFICATE OF INCUMBENCY 1• do hereby certify that I am the duty elected or (Printed Name of Secretary /Clerk ) appointed and acting Secretary or Clerk of City of Santa Ana , an entity duly organized and existing under the laws of the State of California that I have custody of the records of such entity, and that, as of the date hereof, the individual(s) executing this agreement islare the duly elected or appointed officer(s) of such entity holding the office(s) below his /her /their respective name(s). I further certify that (i) the signature(s) set forth above his /her/their respective name(s) and title(s) is /are his /her /their true and authentic signature(s) and (ii) such officer(s) have the authority on behalf of such entity to enter into that certain Equipment Lease Purchase Agreement number 23717, between City of Santa Ana and Motorola Solutions, Inc.. IN WITNESS WHEREOF, I have executed this certificate and affixed the seat of City of Santa Ana, hereto this day of April 2015. By: (Signature or Secretor}- /Clerk) OPINION OF COUNSEL SEAL With respect to that certain Equipment Lease - Purchase Agreement # 23717 by and between Motorola Solutions, Inc. (Lessor) and the Lessee, I am of the opinion that: (i) the Lessee is, within the meaning of Section 103 of the Internal Revenue Code of 1966, a state or a fully constituted political subdivision or agency of the State of the Equipment Location described in Schedule A hereto; (ii) the execution, delivery and performance by the Lessee of the Lease have been duly authorized by all necessary action on the part of the Lessee, (III) the Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; and (iv) Lessee has sufficient monies available to make all payments required to be paid under the Lease during the current fiscal year of the Lease, and such monies have been properly budgeted and appropriated for this purpose in accordance with State law. This opinion may be relied upon by the Lessor and any assignee of the Lessor's rights under the Lease. Attorney for City of Santa Ana HLPAshort FI1.OL13