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EQUIPMENT LEASE - PURCHASE AGREEMENT
<br />1. Agreement. Subject to the terms and conditions contained in this Equipment Lease - Purchase
<br />Agreement dated May 22, 2015 (this "Lease Agreement "), HOLMAN CAPITAL CORPORATION, as lessor
<br />( "Lessor"), whose mailing address is 29883 Strata Margarita Parkway, Suite 100, Rancho Santa Margarita,
<br />CA 92688, hereby purchases from and agrees to sell, transfer and lease back to the CITY OF SANTA ANA, as
<br />lessee ( "Lessee "), whose mailing address is 20 Civic Center Plaza, Santa Ana, CA 92702, and Lessee
<br />hereby sells to and agrees to acquire, purchase and lease back from Lessor, the items of personal property
<br />(together with any replacement parts, additions, substitutions, repairs or accessories now or hereafter
<br />incorporated in or affixed to it, hereinafter referred to collectively as the "Equipment ") described in
<br />Exhibit A attached hereto.
<br />2. Term. The term of this Lease Agreement (the "Lease Term ") begins as of the Commencement
<br />Date stated in Exhibit A and shall continue so long as any amounts remain unpaid hereunder. The Lease
<br />Term will terminate upon the first to occur of: (a) the exercise by Lessee of the option to purchase the
<br />Equipment pursuant to Paragraph 10, (b) Lessor's election to terminate this Lease Agreement pursuant to
<br />Paragraph 16, (c) Lessee's option to terminate this Lease Agreement pursuant to the second paragraph of
<br />Section 3, and (d) the payment by Lessee of all sums required to be paid by Lessee hereunder.
<br />2.5. Escrow Agreement. On the Commencement Date, Lessor and Lessee shall enter into an
<br />escrow agreement (an "Escrow Agreement ") dated the Commencement Date, between Lessor, Lessee, and
<br />American River Bank, as escrow agent, relating to the escrow fund (an "Escrow Fund ") created
<br />thereunder. On the Commencement Date, Lessor shall deposit: $954,954.00 into the Escrow Fetid to be
<br />held in escrow and applied upon the express terms and conditions of the Escrow Agreement; for the
<br />acquisition of the Equipment ($949,954.00) and for the payment of issuance costs ($5,000.00), which shall
<br />be disbursed as provided for in the Closing Memorandum of even date herewith.
<br />3. Rental Payments. Lessee agrees to pay the rental payments hereunder for the Lease Tern in
<br />the amounts and on the dates identified in Exhibit A. Payment of all rental payments and other amounts
<br />payable hereunder shall be made to Lessor at its above- stated address or as it shall otherwise designate in
<br />writing. As set forth in Exhibit A, a portion of each rental payment is paid as, and represents payment of,
<br />interest, and the balance of each rental payment is paid as, and represents payment of, principal.
<br />Notwithstanding any provision to the contrary in this Lease Agreement, Lessee may terminate this
<br />Lease Agreement at the end of any fiscal year of Lessee as identified in Exhibit A (a "Fiscal Year ") if
<br />sufficient funds are not appropriated by Lessee's Governing Body to pay rental payments and other
<br />amounts due hereunder during the next succeeding Fiscal Year (an "Event of Nonappropriation'). Lessee
<br />hereby agrees to notify Lessor at least 30 days prior to the last day of its then current Fiscal Year of the
<br />occurrence of an Event of Nonappropriation or, if nonappropriation has not occurred by that date,
<br />promptly upon the occurrence of an Event of Nonappropriation.
<br />Lessee represents and warrants that: (a) it has made sufficient appropriations or has other legally
<br />available funds to pay all rental payments hereunder due (if any) during the current Fiscal Year hereunder
<br />ending on June 30, 2015; (U) the officer of Lessee responsible for budget preparation will do all things
<br />lawfully within his /her power to obtain appropriated funds for the payment of rental payments and other
<br />amounts required to be paid hereunder in each next succeeding Fiscal Year for the Lease Term with the
<br />understanding that any such appropriation is within the sole discretion of the Lessee's Governing Body;
<br />and (c) Lessee acknowledges that Lessor has relied upon these representations as an inducement to enter
<br />into this Lease Agreement . If an Event of Nonappropriation hereunder shall occur, Lessee agrees to
<br />comply with the provisions of Section 16(c) and (d), if and as applicable, on or before the effective date of
<br />termination.
<br />City orSanta Ana / Holman Capital Corporation
<br />Equipment Lauc- Purchase Agieemeni
<br />wCSR 33973592v3
<br />55A -10
<br />Page I of I I
<br />May 6, 2015
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