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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 April 6, 2018 (this "Lease Agreement"), HOLMAN CAPITAL CORpORATION, as lessor
<br />("Lessor"), whose mailing address is 25201 Paseo de Alicia, Suite 290, Laguna Hills, CA 92603, hereby
<br />purchases from and agrees to sell, transfer and lease back to the CITY of SANTA ANA, as lessee ("Lessee"),
<br />whose mailing address is 20 Civic Center Plaza, Santa Ana, CA 92702, and Lessee hereby sells to and agrees
<br />to acquire, purchase and lease back from Lessor, the items of personal property (together with any
<br />replacement parts, additions, substitutions, repairs or accessories now or hereafter incorporated in or affixed
<br />to it, hereinafter referred to collectively as the "Equipment") described in 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 escrow
<br />agreement (an "Escrow Agreement") dated the Commencement Date, between Lessor, Lessee, and Signature
<br />Bank, as escrow agent, relating to the escrow fund ( "Escrow Fund") created thereunder. On the
<br />Commencement Date, Lessor shall deposit: $7,052,662.00 into the Escrow Fund to be held in escrow and
<br />applied upon the express terms and conditions of the Escrow Agreement. The monies and investments held
<br />in the Escrow Fund shall be used only for the acquisition of the Equipment $7,047,662.00 and for the payment
<br />of issuance costs $5,000.00, which shall be disbursed as provided for in the Closing Memorandum of even
<br />date herewith.
<br />3. Rental Payments. Lessee agrees to pay the rental payments hereunder for the Lease Term in the
<br />amounts and on the dates identified in Exhibit A. Payment of all rental payments and other amounts payable
<br />hereunder shall be made to Lessor at its above -stated address or as it shall otherwise designate in writing. As
<br />set forth in Exhibit A, a portion of each rental payment is paid as, and represents payment of, interest, and
<br />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 amounts
<br />due hereunder during the next succeeding Fiscal Year (an "Event of Nonappropriation"). Lessee hereby
<br />agrees to notify Lessor at least 30 days prior to the last day of its then current Fiscal Year of the occurrence
<br />of an Event of Nonappropriation or, if nonappropriation has not occurred by that date, promptly upon the
<br />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, 2018; (b) 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; and
<br />(c) Lessee acknowledges that Lessor has relied upon these representations as an inducement to enter into this
<br />Lease Agreement. If an Event of Nonappropriation hereunder shall occur, Lessee agrees to comply with the
<br />provisions of Section 16(c) and (d), if and as applicable, on or before the effective date of termination.
<br />City of Santa Ana/ Holman Capital Corporation Page 1 of 11
<br />Equipment Lease -Purchase Agreement April 6, 2018
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