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EXHIBIT A TO ESCROW AGREEMENT <br />CERTIFICATE OF ACCEPTANCE AND PAYMENT RFOUEST <br />The following payment request is directed to Santa Cruz County Bank (the "Escrow Agent"), as <br />escrow agent under that certain Escrow Agreement dated June 15, 2017 (the "Escrow Agreement"), <br />between the City of Santa Ana ("Lessee "), Holman Capital Corporation ("Lessor"), and the Escrow Agent. <br />Because Holman Capital Corporation has assigned all of its right, title, and interest in and to the Escrow <br />Agreement to Santa Cruz County Bank, all references herein to "Lessor" shall mean Santa Cruz County <br />Bank. <br />The Escrow Agent is hereby requested to pay from the Escrow Fund established and maintained <br />under the Escrow Agreement the amount set forth below to the named payee(s). The amount shown is due <br />and payable under the Equipment Acquisition Contract (or has been paid by and not previously reimbursed <br />to Orange County or the Lessee). The equipment described below is part or all of the Equipment leased <br />pursuant to that certain Equipment Lease -Purchase Agreement and Equipment Schedule both dated <br />June 15, 2017 (the `Lease Agreement "), between Lessor and Lessee: <br />Description of Equipment: The "Equipment" is Lessee's pro rata portion and Cost Share of <br />800 MHz Countywide Coordinated Communications System (the "System"), as more fully described in <br />that certain Joint Agreement for the Operation, Maintenance and Financial Management of the Orange <br />County 800 Megahertz Countywide Coordinated Communications System dated November 23, 2004, the <br />Lessee, Orange County, CA, and various other parties thereto, the Amendment to the foregoing dated as <br />of May 5, 2015, and a Letter Agreement dated February 20, 2014 between Orange County, CA and the <br />Lessee (collectively, the "Equipment Acquisition Contract"). <br />DESCRIPTION OF <br />LOCATION UNITS OF EQUIPMENT AMOUNT PAYEE <br />Lessee hereby certifies and represents to and agrees with Lessor as follows with respect to the <br />Equipment described above: (i) the Equipment has been delivered to the location(s) set forth in the Lease <br />Agreement; (ii) a present need exists for the Equipment, which need is not temporary or expected to <br />diminish in the near future; (iii) the Equipment is essential to and will be used by Lessee only for the purpose <br />of performing one or more governmental functions of Lessee consistent with the permissible scope of <br />Lessee's authority; (iv) the estimated useful life of the Equipment based upon the manufacturer's <br />representations and Lessee's projected needs is not less than the term of the Lease Agreement; (v) Lessee <br />has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and <br />hereby aclmowledges that it accepts the Equipment for all purposes as of the date of this Certificate; (vi) the <br />Equipment is covered by insurance in the types and amounts required by the Lease Agreement; (vii) no <br />Event of Default or Event of Nonappropriation, as those terms are defined in the Lease Agreement, and no <br />event that with the giving of notice or lapse of time or both, would become an Event of Default or an Event <br />of Nonappropriation, has occurred and is continuing on the date hereof, and (viii) sufficient funds have <br />been appropriated by Lessee for the payment of all rental payments due under the Lease Agreement during <br />Lessee's current Fiscal Year. <br />Ib <br />