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Home My WebLink AboutHOLMAN CAPITAL CORPORTAIONA-2018-094 INDEX TO LEGAL DOCUMENTS fNUF{q�J(� NOTi�f:(�If SANK QUALIFIED, APPROPRIATION -BASED, ESCROW FUNDED WOFfiK MAY R'ii(UIRE AVE XEMPT EQUIPMENT LEASE -PURCHASE AGREEMENT CLERK OF COUNCIL ndr. APR DATED APRIL 6, 2018 BY AND BETWEEN 2 3 ?Qla HOLMAN CAPITAL CORPORATION Exhibit C-1—Insurance Coverage Request; And c r THE THE CITY OF SANTA ANA Lease Documents: Tab 1: Equipment Lease -Purchase Agreement; Tab 2: Exhibit A - Equipment Schedule; Tab 3: Exhibit B — Notice and Acknowledgment of Assignment; Tab 4: Exhibit C-1—Insurance Coverage Request; Tab 5: Exhibit C-2 — Self -Insurance Rider (if applicable); Tab 6: Exhibit D - Essential Use Certificate; Tab 7: Exhibit E - Incumbency Certificate; Tab 8: Exhibit F - Opinion of Lessee's Counsel; Tab 9: Exhibit G—Bank Qualified Certificate; Tab 10: Exhibit H - Post Issuance Tax Compliance Procedures Tab 11.: Exhibit I- Escrow Agreement and Form of Acceptance Certificate; Tab 12: Resolution of Lessee; Tab 13: UCC -1 Financing Statement with attached Schedule A (prepared and filed by Investor); Tab 14: Form 8038-G; Tab 1.5: Closing Memorandum/Payment Proceeds Direction; and Tab 16: Vendor Contract & Warranty City of Santa Ana/ Holman Capital Corporation Page 0 of 11 Equipment Lease -Purchase Agreement April 6, 2018 EQUIPMENT LEASE -PURCHASE AGREEMENT 1. Agreement. Subject to the terms and conditions contained in this Equipment Lease -Purchase Agreement dated April 6, 2018 (this "Lease Agreement"), HOLMAN CAPITAL CORpORATION, as lessor ("Lessor"), whose mailing address is 25201 Paseo de Alicia, Suite 290, Laguna Hills, CA 92603, hereby purchases from and agrees to sell, transfer and lease back to the CITY of SANTA ANA, as lessee ("Lessee"), whose mailing address is 20 Civic Center Plaza, Santa Ana, CA 92702, and Lessee hereby sells to and agrees to acquire, purchase and lease back from Lessor, the items of personal property (together with any replacement parts, additions, substitutions, repairs or accessories now or hereafter incorporated in or affixed to it, hereinafter referred to collectively as the "Equipment") described in Exhibit A attached hereto. 2. Term. The term of this Lease Agreement (the "Lease Term") begins as of the Commencement Date stated in Exhibit A and shall continue so long as any amounts remain unpaid hereunder. The Lease Term will terminate upon the first to occur of: (a) the exercise by Lessee of the option to purchase the Equipment pursuant to Paragraph 10, (b) Lessor's election to terminate this Lease Agreement pursuant to Paragraph 16, (c) Lessee's option to terminate this Lease Agreement pursuant to the second paragraph of Section 3, and (d) the payment by Lessee of all sums required to be paid by Lessee hereunder. 2.5. Escrow Agreement. On the Commencement Date, Lessor and Lessee shall enter into an escrow agreement (an "Escrow Agreement") dated the Commencement Date, between Lessor, Lessee, and Signature Bank, as escrow agent, relating to the escrow fund ( "Escrow Fund") created thereunder. On the Commencement Date, Lessor shall deposit: $7,052,662.00 into the Escrow Fund to be held in escrow and applied upon the express terms and conditions of the Escrow Agreement. The monies and investments held in the Escrow Fund shall be used only for the acquisition of the Equipment $7,047,662.00 and for the payment of issuance costs $5,000.00, which shall be disbursed as provided for in the Closing Memorandum of even date herewith. 3. Rental Payments. Lessee agrees to pay the rental payments hereunder for the Lease Term in the amounts and on the dates identified in Exhibit A. Payment of all rental payments and other amounts payable hereunder shall be made to Lessor at its above -stated address or as it shall otherwise designate in writing. As set forth in Exhibit A, a portion of each rental payment is paid as, and represents payment of, interest, and the balance of each rental payment is paid as, and represents payment of, principal. Notwithstanding any provision to the contrary in this Lease Agreement, Lessee may terminate this Lease Agreement at the end of any fiscal year of Lessee as identified in Exhibit A (a "Fiscal Year") if sufficient funds are not appropriated by Lessee's Governing Body to pay rental payments and other amounts due hereunder during the next succeeding Fiscal Year (an "Event of Nonappropriation"). Lessee hereby agrees to notify Lessor at least 30 days prior to the last day of its then current Fiscal Year of the occurrence of an Event of Nonappropriation or, if nonappropriation has not occurred by that date, promptly upon the occurrence of an Event of Nonappropriation. Lessee represents and warrants that: (a) it has made sufficient appropriations or has other legally available funds to pay all rental payments hereunder due (if any) during the current Fiscal Year hereunder ending on June 30, 2018; (b) the officer of Lessee responsible for budget preparation will do all things lawfully within his/her power to obtain appropriated funds for the payment of rental payments and other amounts required to be paid hereunder in each next succeeding Fiscal Year for the Lease Term with the understanding that any such appropriation is within the sole discretion of the Lessee's Governing Body; and (c) Lessee acknowledges that Lessor has relied upon these representations as an inducement to enter into this Lease Agreement. If an Event of Nonappropriation hereunder shall occur, Lessee agrees to comply with the provisions of Section 16(c) and (d), if and as applicable, on or before the effective date of termination. City of Santa Ana/ Holman Capital Corporation Page 1 of 11 Equipment Lease -Purchase Agreement April 6, 2018 Lessee's obligation to pay rental payments and any additional amounts payable hereunder constitutes a current obligation payable exclusively from legally available funds and shall not be construed to be an indebtedness within the meaning of any applicable constitutional or statutory limitation or requirement. 4. Essentiality. Subject to Paragraph 3 of this Lease Agreement, Lessee's present intention is to make rental payments for the Lease Term as long as it has sufficient appropriations or, if any/applicable, other legally available funds. Lessee represents that, with respect hereto, (a) the use and operation of the Equipment is essential to its proper, efficient, and economic governmental operation and (b) the functions performed by the Equipment could not be transferred to other equipment available for its use. Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last rental payment scheduled to be paid hereunder. On the Commencement Date, Lessee shall complete and provide Lessor a certificate in the form of Exhibit D. 5. Disclaimer of Warranties. LESSEE REPRESENTS THAT IT HAS SELECTED THE EQUIPMENT PRIOR TO HAVING REQUESTED LESSOR TO FINANCE THE SAME. LESSEE AGREES THAT LESSOR HAS NOT MADE ANY, AND MAKE, S NO, REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING (WITHOUT LIMITATION) THE SUITABILITY OF THE EQUIPMENT, ITS DURABILITY, ITS FITNESS FOR ANY PARTICULAR PURPOSE, ITS MERCHANTABILITY, ITS CONDITION, ITS CAPACITY, ITS OPERATION, ITS PERFORMANCE, ITS DESIGN, ITS MATERIALS, ITS WORKMANSHIP AND/OR ITS QUALITY. AS BETWEEN LESSEE AND LESSOR, LESSEE LEASES, PURCHASES AND ACQUIRES THE EQUIPMENT "AS IS" "WHERE IS" AND "WITH ALL FAULTS." Lessor hereby assigns to Lessee, to the extent that it may lawfully do so, so long as no Event of Default and no Event of Nonappropriation shall have occurred and be continuing hereunder, all rights and benefits that Lessor may have under any warranty, guaranty or the like that may be made with respect to the Equipment by the Vendor thereof (as such term is defined in Exhibit A hereto). Lessor shall not be liable to Lessee or any third party for any loss, damage, injury or expense of any kind or nature caused directly or indirectly by any of the Equipment or the use or maintenance thereof or any defect therein, the failure of operation thereof or by any interruption of service or loss of use thereof or for any loss of business or damage whatsoever and howsoever caused. Lessor makes no warranty as to the treatment of this Lease Agreement for tax or accounting purposes or as to the compliance of the Equipment with applicable government regulations or requirements. Lessee agrees to look solely to the Vendor for any claim arising from any defect, breach of warranty, failure or delay in delivery, mis-delivery or inability to use the Equipment for any reason whatsoever and Lessee's obligations to Lessor hereunder shall not in any manner be affected thereby, including (without limitation) Lessee's obligations to pay Lessor all rental payments and other amounts payable hereunder. Lessee has selected both the Equipment and the Vendor and acknowledges that Lessor has not participated in any way in Lessee's selection of the Equipment or the Vendor. Lessor has no obligation to install, erect, test, adjust, service or maintain the Equipment. 6. Delivery and Acceptance; Quiet Enjoyment. Lessee shall accept the Equipment for which disbursement is requested from the Escrow Fund upon its delivery and authorizes Lessor to insert on Exhibit A the serial numbers and any additional description of the items of Equipment so delivered. As evidence of that acceptance, Lessee shall execute and deliver to Lessor a Certificate of Acceptance in the form attached as Exhibit A to the Escrow Agreement. Regardless of whether Lessee has furnished a Certificate of Acceptance pursuant to this Paragraph 6, by making a rental payment after its receipt of the Equipment, Lessee shall be deemed to have accepted the Equipment on the date of such rental payment for purposes hereof. During the Lease Term, Lessee shall be entitled to quiet enjoyment of the Equipment, subject to the terms of this Lease Agreement. 7. Use of Equipment; Maintenance and Repairs. Lessee shall keep the Equipment within the State at the "Equipment Location" stated in Exhibit A and Lessee shall not remove any of the Equipment therefrom (except as within the ,Equipment's normal and contemplated use) without Lessor's prior written City of Santa Ana / IIolman Capital Corporation Page 2 of I1 Equipment Lease -Purchase Agreement April 6, 2018 consent. Lessee shall use the Equipment in a careful manner and shall at all times, at its sole expense, keep the Equipment in good operating condition, repair and appearance and comply with all laws, ordinances, regulations or requirements of any governmental authority, official, board or department relating to its installation, possession, use or maintenance. Lessee shall not make any alterations, additions, or improvements to the Equipment that are not readily removable without causing material damage to or materially reducing the value of the Equipment. To the extent legally possible and practical given the nature of the Equipment, all alterations, additions, or improvements not readily removable shall become property of Lessor. For avoidance of doubt, the Lessor and Lessee have agreed that the Lessee is permitted to add controllers, wi-fi capability, and other modifications related to the Lessee's control over and usefulness and energy efficiency of the Equipment. 8. Security Interest; Title to Equipment. To secure the performance of all of Lessee's obligations hereunder, Lessee hereby grants to Lessor, and Lessor shall have and retain, a security interest constituting a first priority and perfected lien and security interest on the Equipment delivered hereunder and on any attachments, proceeds, warranty rights or other payments from the Vendor, and other amounts related thereto. As further security therefor, Lessee hereby grants to Lessor a first priority security interest in the cash and negotiable instruments from time to time in the Escrow Fund and all proceeds (cash and non-cash) thereof. Lessee agrees to execute and deliver such additional documents, including, without limitation, opinions of counsel, financing statements, notices and similar instruments, in form satisfactory to Lessor, that Lessor deems necessary or appropriate to establish and maintain its first priority and perfected security interest in the Equipment or for the confirmation or perfection of Lessor's rights hereunder. To the extent possible, Lessee further agrees that Lessor shall have all the rights and remedies of a secured party under the applicable Uniform Commercial Code. Lessee, at its expense, will protect and defend Lessee's rights in the Equipment and Lessor's rights and interests therein and will keep the Equipment free and clear from any and all claims, liens, encumbrances and legal processes of Lessee's creditors and other persons. Lessor shall have the right during normal hours, upon reasonable prior notice to Lessee, to enter upon any premises owned by the Lessee and where the Equipment is located in order to inspect the Equipment. (b) Solely with respect to Equipment that is not comprised of vehicles and during the Lease Term, ownership and legal title of all of the Equipment and all substitutions, repairs, modifications, and replacements shall be in Lessee, and Lessee shall take all necessary action to vest such ownership and title in Lessee. Lessor does not own the Equipment, and, by this Lease Agreement, Lessor is merely financing the acquisition of the Equipment for the Lessee. Lessor has not been in the chain of title, does not operate, control or have possession or control over the Equipment, or Lessee's use, maintenance, operation, storage, or maintenance of the Equipment. Lessee is entitled to use and possession of the Equipment, subject to the rights of Lessor hereunder (including its interest in the Equipment as the lessor hereunder). If Lessor terminates this Lease Agreement pursuant to Paragraph 16 hereof or an Event of Nonappropriation occurs hereunder, Section 16(c) of this Lease Agreement shall be applicable. Lessee, at its expense, will protect and defend Lessee's rights in the Equipment and Lessor's rights and interests therein and will keep the Equipment free and clear from any and all claims, liens, encumbrances and legal processes of Lessee's creditors and other persons. (c) As further security therefor, Lessee hereby agrees with respect thereto that Lessor shall have all the rights and remedies of a secured party under the applicable Uniform Commercial Code with respect to any and all Equipment hereunder, except that Lessor willl not have the right to repossess, use and/or re -sell or re -let that portion of the Equipment consisting of licensed software or programming that the repossession, use and/or re -sale or re-leasing of which is expressly prohibited by law or applicable licensing agreement. In lieu of the foregoing, Lessee agrees to purge any software and programming from its operating systems and destroy any hard or electronic copies of such software and programming. Upon Lessor's request, Lessee will provide Lessor with reasonable certifications as to the foregoing. 9. Personal Property. To the extent the following is not contrary to the laws of the State (including, without limitation, the California Uniform Commercial Code), the Equipment shall be deemed to be personal property notwithstanding the manner in which it may be attached or affixed to realty. At Lessor's request City of Santa Ana / Holman Capital Corporation Page 3 of I1 Equipment Lease -Purchase Agreement April 6, 2018 and solely following an Event of Default or Event of Nonappropriation, Lessee shall provide Lessor with a waiver or such other commercially reasonable assistance so that Lessor can exercise any rights or remedies that it may have with respect to any of the Equipment. 10. Purchase of Equipment by Lessee; Prepayment. At the option of Lessee, and provided that no Event of Nonappropriation or Event of Default has occurred and is continuing hereunder, Lessor's interest in all, but not less than all, of the Equipment will be transferred, conveyed and assigned to Lessee, and this Lease Agreement shall terminate: (a) upon payment in full of the rental payments and all other payments then due hereunder or (b) on any rental payment date hereunder, provided Lessee shall have delivered written notice at least 30 days prior to such date of Lessee's intention to purchase the Equipment pursuant to this provision, by paying to Lessor, in addition to the rental payment due and all other amounts due and owing on such date, an amount equal to the concluding payment (the "Concluding Payment") shown for such rental payment date on the rental payment schedule in Exhibit A. 11. Risk of Loss. Lessee shall bear the entire risk of loss, theft, destruction of or damage to the Equipment or any part thereof from any cause whatsoever during the Lease Term and thereafter until redelivery to a location designated by Lessor, and shall not be relieved of the obligation to pay rental payments or any other obligation hereunder because of any such occurrence. If (a) the Equipment or any portion thereof hereunder is destroyed (in whole or in part) or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof hereunder is taken under the exercise of the power of eminent domain, Lessee shall immediately notify Lessor. Lessee and Lessor shall cause the net proceeds of any insurance claim (including self-insurance) or condemnation award to be applied, at Lessor's option, to (i) the prompt repair, restoration, modification or replacement of the Equipment so affected or (ii) the payment in full of the then applicable Concluding Payment. Any balance of net proceeds remaining after completion of such work or payment of such Concluding Payment shall be paid promptly to Lessee. If the net proceeds are insufficient to pay the costs of such repair, restoration, modification or replacement or to pay such Concluding Payment in full, Lessee shall, at Lessor's direction, either complete the work or pay the then applicable Concluding Payment in full and in either case pay any cost in excess of the amount of net proceeds, but only from legally available funds. 12. Insurance. (a) Insurance Policies. If Lessee is not self-insured (as hereafter provided), Lessee shall, at its expense, keep the Equipment fully insured against loss, fire, theft, damage or destruction from any cause whatsoever in an amount not less than the greater of (a) the total rental payments for the Lease Term, and (b) the full replacement cost of the Equipment without consideration for depreciation. Lessee shall also provide such additional insurance against injury, loss or damage to persons or property arising out of the use or operation of the Equipment as is customarily maintained by the owners of like property, with companies satisfactory to Lessor. Each policy shall provide that, as to the interest or coverage of Lessor or Lessors assignee, the insurance afforded thereby shall not be suspended, forfeited or in any manner prejudiced by any default or by any breach of warranty, condition or covenant on the part of Lessee. If Lessee shall fail to provide any such insurance required hereunder or, within ten (10) days after Lessor's request therefor, shall fail to deliver the policies or certificates thereof to Lessor, then Lessor, at its option, shall have the right to procure such insurance and to add the full cost thereof to the rental payment next becoming due, which Lessee agrees to pay as additional rent. All such insurance shall be in form, issued by such insurance companies and be in such amounts as shall be satisfactory to Lessor, and shall provide that losses, if any, shall be payable to Lessor as "loss payee," and all such liability insurance shall include Lessor as an "additional insured." Lessee shall pay the premiums for such insurance and deliver to Lessor a certification in the form of Exhibit C-1 and satisfactory evidence of the insurance coverage required hereunder. Lessee hereby irrevocably appoints Lessor as Lessee's attorney-in-fact to make claim for, receive payments of and execute and endorse all documents, checks or drafts received in payment for loss or damage under any such insurance policy. (b) Self -Insurance. If Lessee is self-insured with respect to equipment such as the Equipment under an actuarially sound self-insurance program that is acceptable to and approved by Lessor, Lessee shall City of Santa Ana / Holman Capital Corporation Page 4 of I1 Equipment Lease -Purchase Agreement April 6, 2018 maintain during the Lease Term such actuarially sound self-insurance program and shall provide Lessor a certification in the form of Exhibit C-2 together with evidence of the self-insurance program in form and substance satisfactory to Lessor. 13. Fees; Taxes and Other Governmental Charges; Liens. Lessee covenants and agrees at all times to keep the Equipment free and clear of all levies, liens (other than those created hereunder) and encumbrances, and to pay all charges, taxes and fees (including any recording or stamp fees or taxes) that may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment and shall give Lessor immediate written notice of any of the foregoing. If any of same shall remain unpaid when due, Lessor may pay same and add such payment to the rental payment next becoming due, as additional rent. Lessee shall execute and deliver to Lessor upon Lessor's request such further instruments and documents containing such other assurances as Lessor deems necessary or advisable for the confirmation or perfection of Lessor's rights hereunder or to otherwise effectuate the intent of this Lease Agreement. 14. Release. To the extent not prohibited by law, Lessee shall release, defend and save Lessor, its officers, employees, agents, servants, successors and assigns, harmless from any and all liabilities (including, without limitation, negligence, tort and strict liability), damages, expenses, claims, actions, proceedings, judgments, settlements, losses, liens and obligations, including (without limitation) attorneys' fees and costs ("Claims"), arising out of the ordering, purchase, delivery, rejection, non-delivery, ownership, selection, possession, operation, control, use, condition, maintenance, transportation, storage, repair, return or other disposition of the Equipment, any claims arising under federal, state or local environmental protection and hazardous substance clean up laws and regulations and any claims of patent, trademark or copyright infringement or, if Lessee shall be in default hereunder, arising out of the condition of any item of Equipment sold or disposed of after use by Lessee, including (without limitation) claims for injury to or death of persons and for damage to property. The indemnities, assumption of liabilities and obligations herein provided shall be payable solely from funds legally available for such purpose and shall continue in full force and effect notwithstanding the expiration, termination or cancellation of this Lease Agreement for any reason whatsoever. However, Lessee shall not be obligated to indemnify Lessor from Claims arising from the actual, proven, direct and proximate gross negligence or willful misconduct of Lessor, nor shall Lessee be required to expend any sums that are not properly appropriated or otherwise legally available. 15. Assignment; Subleasing. LESSEE SHALL NOT ASSIGN, PLEDGE, MORTGAGE, SUBLET OR OTHERWISE TRANSFER OR ENCUMBER ANY OF ITS RIGHTS UNDER THIS LEASE AGREEMENT, THE ESCROW AGREEMENT (INCLUDING THE ESCROW FUND CREATED THEREUNDER) OR IN THE EQUIPMENT OR ANY PART THEREOF. ANY SUCH PURPORTED 'TRANSFER, ASSIGNMENT OR OTHER ACTION WITHOUT LESSOR'S PRIOR WRITTEN CONSENT SHALL BE VOID. Lessor may, at any time and from time to time, assign, transfer or otherwise convey all or any part of its interest in the Equipment, this Lease Agreement, and the Escrow Agreement (including the Escrow Fund created thereunder), including, but not limited to, Lessor's rights to receive the rental payments hereunder or any part thereof (in which event Lessee agrees to make all rental payments thereafter to the assignee designated by Lessor) without the necessity of obtaining Lessee's consent, provided, however, Lessor will deliver to Lessee prior written notice of an assignment. No such assignment, transfer or conveyance shall be effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee. During the term of this Lease Agreement, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments with respect hereto in form necessary to comply with Section 149 of the Internal Revenue Code of 1986, as amended (the "Code"). Lessee agrees (unless otherwise stated), if so requested, to acknowledge any such assignment in writing within 15 days after request therefor in the form attached as Exhibit B hereto. Lessee further agrees that any moneys or other property received by Lessor as a result of any such assignment, transfer or conveyance shall not inure to Lessee's benefit. City of Santa Ana / Holman Capital Corporation Page 5 of 11 Equipment Lease -Purchase Agreement April 6, 2018 16. Events of Default; Remedies, (a) Each of the following events constitutes an "Event of Default" hereunder: (i) Lessee fails to pay in full the rental payment due hereunder on any date upon which such rental payment is due; (ii) Lessee fails to comply with any other agreement or covenant of Lessee hereunder for a period of 30 days following receipt of written notice of violation of such agreement or covenant and demand that such violation be remedied; (iii) Lessee institutes any proceedings wider any bankruptcy, insolvency, reorganization or similar law or a receiver or similar officer is appointed for Lessee or any of its property; (iv) any warranty, representation or statement made in writing by or on behalf of Lessee in connection herewith is found to be incorrect or misleading in any material respect on the date made; (v) actual or attempted sale, lease or encumbrance of any of the Equipment or the making of airy levy, seizure or attachment thereof or thereon; or (iv) Lessee defaults in its obligations under any other agreement for borrowing money, lease financing of property, or otherwise receiving credit and the obligee thereunder (or trustee on its behalf) is permitted to exercise any remedies under the agreement. (b) Immediately upon the occurrence of an Event of Default hereunder: (i) Lessor may demand payment of the Concluding Payment, together with all rental payments and other amounts that may have been appropriated through the end of the then current Fiscal Year and terminate this Lease Agreement or Lessee's rights hereunder; and (ii) Upon return (if applicable as per Section 16(c) hereunder), if the Equipment is damaged or otherwise made less suitable for the purposes for which it was manufactured than when delivered to Lessee, Lessee agrees, at its option, to (x) repair and restore the Equipment to the same condition in which it was received by Lessee (reasonable wear and tear excepted) or (y) pay to Lessor the reasonable costs of such repair and restoration, or (z) pay for the transfer of any and all licenses, rights, or interest in any software or programming, to the extent the foregoing may be assigned. (c) Following any Event of Default or Event of Nonappropriation hereunder, Lessor may request and require that Lessee refrain from using the Equipment, return the Equipment, purge any software and programming from its operating systems and/or destroy any hard or electronic copies of such software and programming. Upon Lessor's request, Lessee will provide Lessor with reasonable certifications as to the foregoing. In the event that any such Equipment is returned to the Lessor, Lessee shall execute and deliver such documents as may reasonably be required to restore title to and possession of the Equipment to Lessor, free and clear of all liens and security interests arising by, through or under the Lessee to which the Equipment may have become subject. If Lessor is able to (i) recover any Equipment, (ii) sell or otherwise liquidate the Equipment (or any portion thereof) following an Event of Default or an Event of Nonappropriation, and (iii) realize net proceeds (after payment of costs) in excess of total rental payments that would have been paid during the Lease Term plus any other amounts then due hereunder, Lessor shall immediately pay the amount of any such excess to Lessee. (d) If Lessor terminates this Lease Agreement under this Paragraph 16 or an Event of Nonappropriation occurs hereunder and in either case Lessee continues to use the Equipment or if Lessee otherwise refuses to pay rental payments hereunder due during a Fiscal Year for which Lessee's governing body has appropriated sufficient legally available funds to pay such rental payments due hereunder, Lessor (i) may declare the rental payments due and owing for the Fiscal Year for which such appropriations have been made to be immediately due and payable, (ii) shall be entitled to bring such action at law or in equity to recover money and other damages attributable to such holdover period for the Equipment, and (iii) will be entitled to recover interest on all such amounts at the Default Rate. (e) Lessor shall also be entitled to exercise any or all remedies available to a secured party under the applicable Uniform Commercial Code and all other rights and remedies that Lessor may have at law or in equity. All rights and remedies of. Lessor shall be cumulative and not alternative. Lessor's failure to exercise or delay in exercising any right or remedy shall not be construed as a waiver thereof, nor shall a waiver on one occasion be construed to bar the exercise of any right or remedy on a future occasion. Lessee agrees to reimburse Lessor for any expenses (including attorney's fees) reasonably incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor, but only from legally available funds. City of Santa Ana / Holman Capital Corporation Page 6 of 11 Equipment Lease -Purchase Agreement April 6, 2018 17. Late Payments. Whenever any rental payment or other amount payable to Lessor by Lessee hereunder is not paid within fifteen (15) days after such due date, Lessee agrees to pay Lessor a late charge on the delinquent amount at the "Default Rate," which is one percent (1%) per month, or the maximum amount permitted under applicable law, whichever is less. Such amount(s) shall be payable solely from legally available funds in addition to all amounts payable by Lessee as a result of the exercise of any of the remedies herein provided. 18. Rental Payments to Be Unconditional. Except as expressly set forth to the contrary in this Lease Agreement (including Paragraph 3), Lessee agrees that as of the Commencement Date, Lessee's obligations hereunder are absolute and unconditional and shall continue without set-off, deduction, counterclaim, abatement, recoupment, or reduction and regardless of any disability of Lessee to use the Equipment or any part thereof because of any reason including, but not limited to, war, act of God, governmental regulations, strike, loss, damage, destruction, obsolescence, failure of or delay in delivery or failure of the Equipment to operate properly. 19. Tax Covenants. Lessee agrees that it will not take any action that would cause the interest component of rental payments hereunder to be or to become ineligible for the exclusion from gross income of the Lessor or any assignee thereof for federal income tax purposes, nor will Lessee omit to take or cause to be taken, in a timely manner, any action which omission would cause the interest component of rental payments hereunder to be or to become ineligible for the exclusion from gross income of the Lessor or any assignee thereof for federal income tax purposes. Lessee agrees to (a) execute and deliver to Lessor, upon Lessor's request, a tax certificate and agreement (the terms and conditions of which are incorporated fully by reference herein) in form and content acceptable to Lessor and Lessee, relating to the establishment and maintenance of the excludability from gross income of the interest component of rental payments hereunder for federal income tax purposes; (b) complete and file in a timely manner an information reporting return as required by the Code; and (c) rebate an amount equal to excess earnings on the Escrow Fund to the federal government if required by, and in accordance with, Section 148(f) of the Code, and make the determinations and maintain the records required by the Code. Lessee represents that neither Lessee nor any agency or unit of Lessee has on hand any property, including cash and securities, that is legally required or otherwise restricted (no matter where held or the source thereof) to be used directly or indirectly to purchase the Equipment. Lessee has not and will not establish any funds or accounts (no matter where held or the source thereof) the use of which is legally required or otherwise restricted to pay directly or indirectly rental payments hereunder. Lessor and Lessee certify that, so long as any rental payments hereunder remain unpaid, moneys on deposit in the Escrow Fund will not be used in a manner that will cause this Lease Agreement to be classified as an "arbitrage bond" within the meaning of Section 148(a) of the Code. Should Lessor either (i) receive notice, in any form, from the Internal Revenue Service or (ii) reasonably determine, based on an opinion of a nationally recognized independent tax counsel, that Lessor may not exclude, for any reason, any interest (or portion thereof) paid under the Lease Agreement from its Federal gross income (an "Event of Taxability"), the Lessee shall pay to Lessor upon demand (x) an amount which, with respect to Rental Payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the interest due through the date of such event), will restore to Lessor its anticipated after-tax yield (assuming tax at the highest marginal tax rate and taking into account the time of receipt of Rental Payments and reinvestment at the after-tax yield rate) on the transaction evidenced by such Lease through the date of such event and (y) as additional Rental Payments to Lessor on each succeeding Payment Date such amount as will maintain such anticipated after- tax yield to Lessor. It is Lessor's and Lessee's intention that this Lease Agreement not constitute a "true" lease for federal income tax purposes and, therefore, it is Lessor's and Lessee's intention that Lessee be considered the owner of the Equipment hereunder for federal income tax purposes. City of Santa Ana / Holman Capital Corporation Page 7 of 11 Equipment Lease -Purchase Agreement April 6, 2018 20. Lessee Representations and Warranties. Lessee hereby represents and warrants to and agrees with Lessor that: (a) Lessee is a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, which is a "political subdivision" of the State as such term is defined in Section 103 of the Internal Revenue Code, and will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as such. (b) Lessee has the power and authority under applicable law (and has passed all resolutions and/or taken other appropriate action necessary) to enter into the transactions contemplated by this Lease Agreement and the Escrow Agreement and has been duly authorized to execute and deliver this Lease Agreement and the Escrow Agreement and to carry out its obligations hereunder and thereunder. Lessee has provided (or will provide within a reasonable time following the Commencement Date) to Lessor a full, true and correct copy of a resolution or other appropriate official action of Lessee's governing body specifically authorizing Lessee to execute and deliver this Lease Agreement and the Escrow Agreement and all documents contemplated hereby and thereby. Lessee has provided to Lessor a full, true, and correct copy of an Incumbency Certificate in substantially the form attached as Exhibit E hereto relating to the authority of the officers who have executed and delivered this Lease Agreement and who will execute and deliver this Lease Agreement and the Escrow Agreement and all documents in connection herewith and therewith on behalf of Lessee. (c) All requirements have been met and procedures have occurred in order to ensure the enforceability of this Lease Agreement and the Escrow Agreement, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this Lease Agreement and the Escrow Agreement. (d) Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that in any way limits, restricts or prevents Lessee from entering into this Lease Agreement and the Escrow Agreement, or performing any of its obligations hereunder or thereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally. (e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting Lessee, nor to the best knowledge of Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Lease Agreement or the Escrow Agreement, or any other agreement or instrument to which Lessee is a party and that is used or contemplated for use in the consummation of the transactions contemplated by this Lease Agreement or the Escrow Agreement. All authorizations, consents, and approvals of governmental bodies or agencies required in connection with the execution and delivery by Lessee of this Lease Agreement and the Escrow Agreement or in connection with the carrying out by Lessee of its obligations hereunder and thereunder have been obtained. (f) The payment of the rental payments or any portion thereof hereunder is not (under the teens of this Lease Agreement) directly or indirectly (f) secured by any interest in property used or to be used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such property; or (ii) on a present value basis, derived from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. The Equipment will not be used, directly or indirectly, in any activity carried on by any person other than a state or local government unit. No portion of the purchase price for the Equipment will be used, directly or indirectly, to make or finance loans to any person other than Lessee. (g) The entering into and performance of this Lease Agreement and the Escrow Agreement will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest, or other encumbrance upon any assets of Lessee or on the Equipment pursuant to an indenture, mortgage, deed of trust, bank loan or credit City of Santa Ana/ Holman Capital Corporation Page 8 of 11 Equipment Lease Purchase Agreement April 6, 2018 agreement, or other instrument to which Lessee is a party or by which it or its assets may be bound, except as herein provided. (h) Lessee's name as indicated on the first page of this Lease Agreement is its true, correct, and complete legal name. (i) The useful life of the Equipment will not be less than the Lease Term hereof. 0) Lessee has entered into this Lease Agreement for the purpose of purchasing, acquiring, and leasing the Equipment and not for the purpose of refinancing any outstanding obligation of Lessee more than 90 days in advance of its payment or prepayment date. The purchase price for the Equipment has been or will be paid directly by Lessor to the Escrow Agent, and no portion of the purchase price for the Equipment has been or will be paid to Lessee as reimbursement for any expenditure paid by Lessee more than 60 days prior to the execution and delivery hereof, unless a proper reimbursement resolution has been passed and the Lessee has complied with all reimbursement requirements under the Code, including, without limitation, Treasury Reg. 1:150. (k) The application, statements, and credit or financial information submitted by Lessee to Lessor are true and correct and made to induce Lessor to enter into this Lease Agreement and the Escrow Agreement. (1) During the Lease Term of this Lease Agreement, Lessee shall (i) provide Lessor, at or prior to the end of each Fiscal Year (commencing with the current Fiscal Year), with current budgets or other proof of appropriation for the ensuing Fiscal Year and such other information relating to Lessee's ability to continue the Lease Term for the next succeeding Fiscal Year as may be reasonably requested by Lessor and (ii) furnish or cause to be furnished to Lessor, at Lessee's expense, as soon as available and in any event not later than 180 days after the close of each Fiscal Year, the audited financial statements of Lessee at the close of and for such Fiscal Year, all in reasonable detail, audited by and with the report of Lessee's auditor. (m) On the Commencement Date, Lessee shall cause to be executed and delivered to Lessor an Opinion of Lessee's Counsel in substantially the form attached as Exhibit F hereto. (n) Lessee shall pay the excess (if any) of the actual costs of acquiring the Equipment hereunder over the amount paid by Lessor in the Escrow Fund and interest earnings thereon. (o) Lessee has experienced no material change in its financial condition since June 30, 2017. (p) Lessee acknowledges that: (a) Lessor is acting solely for its own account and not as a fiduciary for Lessee or in the capacity of broker, dealer, municipal securities underwriter or municipal advisor; (b) Lessor has not provided, and will not provide, financial, legal, tax, accounting or other advice to or on behalf of Lessee with respect to its acquisition of the Equipment; and (c) Lessee has sought and obtained financial, legal, tax, accounting and other advice (including as it relates to structure, timing, terms and similar matters) with respect to this Lease Agreement from its financial, legal and other advisors (and not Lessor) to the extent that Lessee desired to obtain such advice. 21. Execution in Counterparts; Chattel Paper. This Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument; provided, however, that only Counterpart No. 1 hereof shall constitute chattel paper for purposes of the applicable Uniform Commercial Code. 22, Applicable Law, This Lease Agreement shall be construed under the laws of the State of California. 23. Binding Effect; Severability; Survival. This Lease Agreement shall not become effective until accepted by Lessor at its herein -described office, and upon such acceptance shall inure to and bind the parties, their successors, legal representatives, and assigns. No provision of this Lease Agreement that may be construed as unenforceable shall in any way invalidate any other provision hereof, all of which shall remain in full force and effect. City of Santa Ana/ Holman Capital Corporation Page 9 of 11. Equipment Lease -Purchase Agreement April 6, 2018 24. Miscellaneous Provisions. Any notice to a party hereunder shall be deemed given when mailed to that party by certified mail, return receipt requested, at its address set forth herein or such other address as either may designate for itself in such notice to the other. This Lease Agreement, the Escrow Agreement and the Exhibits attached hereto and certificates delivered in connection herewith constitute the entire mutual understanding of the parties regarding the subject matter hereof and thereof and may not be modified except in writing, signed by the party against whom such modification is asserted. Upon the request of Lessor, Lessee shall at any time and from time to time execute and deliver such further documents and do such further acts as Lessor may reasonably request in order fully to effect the purposes hereof and any assignment hereof. If a court with competent jurisdiction rules that the interest rate charged hereunder exceeds the maximum rate of interest allowed by applicable law, then the effective rate of interest hereunder shall be automatically reduced to the maximum lawful rate allowable under the applicable laws. [Remainder ofpage intentionally left blank] City of Santa Ana/ Holman Capital Corporation Page 10 of 11 Equipment Lease -Purchase Agreement April 6, 2018 THE UNDERSIGNED HEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS AS SET FORTH IN THIS EQUIPMENT LEASE -PURCHASE AGREEMENT. CITY OF SANTA ANA as Lessee By. � .--- Name: aul Godinez II Title: City Manager HOLMAN CAPITAL CORPORATION, as Lessor By: Name: Lance S. Holman Title: President & CEO Counterpart No. 2- of three manually executed and serially numbered counterparts. To the extent that this Lease Agreement constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. ATTEST BY: Name: Norma Mitre Title: Assistant Clerk of the Council APPROVED AS TO FORM By: ew Nam: ohn M, Funk Title: ssistant City Attorney City of Santa Ana / Holman Capital Cospmutiou Page 11 of I t Equipment Lease -Purchase Agreement April 6, 2018 THE UNDERSIGNED HEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS AS SET FORTH IN THIS EQUIPMENT LEASE -PURCHASE AGREEMENT. CITY OF SANTA ANA WHOLIMACORPORATION, as Lessee Name:Raul Godinez II olman Title: City Manager CEO Counterpart No. 2— of three manually executed and serially numbered counterparts. To the extent that this Lease Agreement constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. ATTEST By: Name: Norma Mitre Title: Assistant Cleric of the Council APPROVED AS TO FORM By: Name: John M, Funic Title: Assistant City Attorney City of Santa Ana / Holman Capital Corporation Page 11 of l l Equipment Lease -Purchase Agreement April 6, 2018 EXHIBIT A EQUIPMENT SCHEDULE TO EQUIPMENT LEASE -PURCHASE AGREEMENT DATED APRIL 6, 2018 DESCRIPTION OF THE EQUIPMENT: The "Equipment" is street lights and poles, together with LED fixtures, purchase and installation thereof, metering, control, and related equipment, as more fully described in the following agreements: (i) Agreement with SCE dated April 4, 2017 for the Purchase and Sale of Streetlights ("SCE Agreement'); (ii) Agreement with Siemens ITS dated April 6, 2018 for the Streetlights System Upgrade Project ("Siemens Agreement'); and (iii) Agreement with Magellan Advisors dated April 6, 2018 for Fiber Optic Network Consulting Services ("Magellan Agreement'). The SCE Agreement, the Siemens ITS Agreement, and the Magellan Agreement shall collectively be referred to as the "Vendor Agreements". Siemens ITS, Magellan Advisors, and SCE are collectively referred to as "Vendor(s)." The Equipment consisting primarily of LED lighting, poles, meters, controls, and structures, together with related installation, maintenance and project implementation services to be performed under the Vendor Agreements will be financed by this Equipment Schedule dated April 6, 2018 to that Equipment Lease - Purchase Agreement dated April 6, 2018 by and between Holman Capital Corporation and the City of Santa Ana, and such Equipment shall, include, without limitation, the following: 2. EQUIPMENT LOCATION: The Equipment will be generally located at various locations throughout the City of Santa Ana. Specific locations for each light unit will be as set forth on each Disbursement Request Form or as more specifically set forth in the Vendor Agreements. If locations for Equipment vary from those set forth herein, they will be set forth on the Final Certificate of Acceptance, but will not be located outside the City of Santa Ana. 3. RENTAL, PAYMENT SCHEDULE.: The rental payments shall be made for the Equipment as follows: TOTAL PAYMENT Date RENTAL INTEREST PRINCIPAL CONCLUDING* NUMBER Due PAYMENT DUE COMPONENT COMPONENT PAYMENT 0 4/6/2018 % of Description 1 7/3/2019 Total Cost Total Lights and Poles Purchase from 6,761,214.35 2 7/3/2020 782,550.24 SCE $ 3,995,392.00 56.65% New LED Purchase and 199,810.86 582,739.38 5,580,114.49 Installation $ 2,050,000.00 29.07% Contingencies @ 5% $ 302,270.00 4.29% Install Lights in Under -Lit Areas $ 100,000.00 1.42% Reserve Contingency $ 100,000.00 1.42% Master Plan for Fiber Optic $ 300,000.00 4.25% Install Metering and Controls $ 200 000.00 2.84% Total Project Cost $ 7,047,662.00 99.93% + HCC Documentation Fee $ 5,000.00 0.07% Net Financing Amount $ 7,052662.00 100.00% 2. EQUIPMENT LOCATION: The Equipment will be generally located at various locations throughout the City of Santa Ana. Specific locations for each light unit will be as set forth on each Disbursement Request Form or as more specifically set forth in the Vendor Agreements. If locations for Equipment vary from those set forth herein, they will be set forth on the Final Certificate of Acceptance, but will not be located outside the City of Santa Ana. 3. RENTAL, PAYMENT SCHEDULE.: The rental payments shall be made for the Equipment as follows: TOTAL PAYMENT Date RENTAL INTEREST PRINCIPAL CONCLUDING* NUMBER Due PAYMENT DUE COMPONENT COMPONENT PAYMENT 0 4/6/2018 7,264,241.86 1 7/3/2019 782,550.24 294,174.02 488,376.22 6,761,214.35 2 7/3/2020 782,550.24 218,590.72 563,959.52 6,180,336.05 3 7/3/2021 782,550.24 199,810.86 582,739.38 5,580,114.49 4 7/3/2022 782,550.24 180,405.64 602,144.60 4,959,905.55 5 7/3/2023 782,550.24 160,354.23 622,196.01 4,319,043.66 6 7/3/2024 782,550.24 139,635.10 642,915.14 3,656,841.06 7 7/3/2025 782,550.24 118,226.03 664,324.21 2,972,587.13 A-1 8 7/3/2026 782,550.24 96,104.03 686,446.21 2,265,547.53 9 7/3/2027 782,550.24 73,245.37 709,304.87 1,534,963.52 10 7/3/2028 782,550.24 49,625.52 732,924.72 780,051.05 11 7/3/2029 782 550.24 25,219.12 757,331.12 0.00 Grand Totals 8,608,052.64 1,5.55,390.64 7,052,662.00 'Assumes that all rental payments and additional rentals due on and prior to than date have been paid. 4. INTEREST RATE: 3.33% 5. COMMENCEMENT DATE: April 6, 2018. 6. SCHEDULED LEASE TERM: 11 years or 135 Months 7. Lessee's Current Fiscal Year extends from July 1, 2017 to June 30, 2018. 8. The terms and provisions of the Equipment Lease -Purchase Agreement described above (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. 9. Lessee hereby represents, warrants, and covenants that (i) its representations, warranties, and covenants set forth in the Equipment Lease -Purchase Agreement (particularly Paragraph 20 thereof) are true and correct as though made on the date of execution of this Schedule, and (ii) sufficient funds have been appropriated by Lessee for the payment of all rental payments (if any) due under this Schedule during Lessee's Current Fiscal Year, which ends on June 30, 2018. 10. Interest, if any, accruing from the Commencement Date to the actual date of funding shall be retained by Lessor as additional consideration for entering into this Schedule No. 01. [Remainder of'page intentionally left blank] A-2 CITY OF SANTA ANA as Lessee r— r By: 1 Name: Ra—uf Godinez II Title: City Manager HOLMAN CAPITAL CORPORATION, as Lessor By: Name: Lance S. Holman Title: President & CEO Counterpart No. 2- of three manually executed and serially numbered counterparts. To the extent that this Schedule constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. [Signature Page to Exhibit A- Equipment. Schedule] A-3 CITY OF SANTA ANA HOLM APP MPORATION, as Lessee as Les or By: By: Name: Raul Godinez II e S. Holman Title: City Manager re dent & CEO CounterpartNo. 2^- of three manually executed and serially numbered counterparts. To the extent that this Schedule constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. [Signature Page to Exhibit A- Equipment Schedule] A-3 EXHIBIT B NOTICE AND ACKNOWLEDGEMENT OF SALE OF RENTAL PAYMENTS AND ASSIGNMENT OF LEASE AGREEMENT AND ESCROW AGREEMENT Holman Capital Corporation ("Lessor ") and the City of Santa Ana ("Lessee ") have entered into an Equipment Lease -Purchase Agreement and Equipment Schedule thereto both dated April 6, 2018 (the "Lease Agreement "), under which Lessee has, or will have prior to its execution hereof, leased equipment (the "Equipment") described therein. Lessee is hereby notified that Lessor has assigned its right, title, and interest in and to the Lease Agreement, the leased Equipment, and the rental payments as permitted by the Lease Agreement commensurate with the Commencement Date of the Lease Agreement. As such, at the time of funding, the Assignee will step into the shoes of the Lessor and assumes all rights, benefits, privileges and obligations. Lessee is hereby directed to pay any and all rental payments and other amounts due under the Lease Agreement to Signature Public Funding Corp. and/or its affiliates, successors and/or assigns (the "Assignee"), as directed by the Assignee or a paying agent acting on behalf of Assignee, pursuant to the instructions contained in any invoice or notice. By signing this Notice and Acknowledgment, Lessee agrees that it will pay all amounts due under the Lease Agreement as directed in the invoice without any set-off or deduction whatsoever notwithstanding any defect in, damage to or requisition of any of the Equipment leased under the Lease Agreement, any other similar or dissimilar event, any defense, set-off, counterclaim or recoupment arising out of any claim against Lessor or Assignee. Lessee further acknowledges and agrees that Assignee has not made any warranties whatsoever as to the Lease Agreement or the Equipment. Lessee agrees that no change may be made to the Lease Agreement without the prior written consent of Assignee. By signing this Notice and Acknowledgment, Lessee warrants that its representations and warranties under the Lease Agreement are true and correct on the date hereof. Date: April 6, 2018 CITY of SANTA ANA, as Lessee C By: �Xv ___ Name: Raul Godinez II Title: City Manager Holman Capital Corporation 25201 Paseo de Alicia, Suite 290 Laguna Hills, CA 92603 EXHIBIT C-1 INSURANCE CERTIFICATION April 6, 2018 Re: Equipment Lease -Purchase Agreement dated April 6, 2018 In connection with the above -referenced Lease Agreement, the City of Santa Ana, as lessee (the "Lessee ") certifies that it has instructed the insurance agent named below (please fill in name, address, and telephone number): Name of Agent: Big Independent Cities Excess Pool Address: 1750 Creekside Oaks Drive, Suite 200, Sacramento, CA 95833 Phone: 800-541-4591 to issue: Liability Insurance. Lessee is required to maintain public liability insurance, personal injury and property damage with policy limits of $3,000,000. The policy X should be endorsed to name Signature Public Funding Corp. (the assignee of SIGNATURE PUBLIC FUNDING CORP.) as an additional insured. Casualty Insurance. Lessee is required to maintain all risk extended coverage, malicious mischief and vandalism insurance for the Equipment described in the X above -referenced Equipment Schedule in an amount not less than the greater of $7,264,241.86 or the full replacement cost of the Equipment. Such insurance shall be endorsed to name Signature Public Funding Corp. as a lender loss payee with respect to such Equipment. The required insurance should also be endorsed to give Signature Public Funding Corp. at least 30 days prior written notice of the effective date of any material alteration or cancellation of coverage, and an endorsement confirming that the interest of Signature Public Funding Corp. shall not be invalidated by any actions, inactions, breach of warranty or conditions or negligence of Lessee. Proof of insurance coverage will be provided to Signature Public Funding Corp. prior to and/or commensurate with the Commencement Date of the Lease. Very truly yours, CITY OF SANTA ANA, as Lessee By:_�/fIK !' Name: Raul—Godinez II Title: City Manager EXHIBIT C-2 Hohnan Capital Corporation 25201 Paseo de Alicia, Suite 290 Laguna Hills, CA 92603 April 6, 2018 Re: Equipment Lease -Purchase Agreement dated April 6, 2018 In connection with the above -referenced Lease Agreement, City of Santa Ana, as lessee (the "Lessee ") certifies that it participates in an actuarially sound self-insurance program for property damage and public liability risks. The following is attached (check all that apply): © Letter from risk manager describing self-insurance program Other evidence of Lessee's participation in self-insurance program Very truly yours, CITY OF SANTA ANA, as Lessee By: OC Name: Raul Godinez II Title: City Manager UL'V3 CERTIFICATE OF COVERAGE 04/03/2018 PRODUCER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, Alflant Insurance .Services, Inc. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE MEMORANDUM OR POLICY P.O. BOX 6450 BELOW: NEWPORT BEACH, CA 92658-6450 COMPANIES AFFORDING COVERAGE PH (949) 756-0271 / FAX (949) 756-2713 LICENSE NO. OC36861 COMPANY LETTER (A) BIG INDEPENDENT CITIES EXCESS POOL BIG INDEPENDENT CITIES EXCESS POOL MEMBER: COMPANY LETTER (B) GREAT AMERICAN INSURANCE COMPANY LETTER (C) GREAT AMERICAN INSURANCE CITY OF SANTA ANA ATTN: BRIZA MORALES RISK MANAGER SUPERVISOR P.O. BOX 1988 COMPANY LETTER (D) LLOYD'S OF LONDON SANTA ANA, CA 92702-1988 COMPANY LETTER (E) COMPANY LETTER (F) THIS IS TO CERTIFY THAT THE MEMORANDUM OF COVERAGE OR POUCY(IES) LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY OR MEMORANDUM PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE COVERAGES AFFORDED BY THE MEMORANDUM OR POUCY(IES) DESCRIBED HEREIN ARE SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUM OR POLICY. co TYPES MEMORANDUM MEMORANDUM MEMORANDUM LTR OF OR OR POLICY EFFECTIVE OR POLICY LIMIT COVERAGES POLICY NUMBER EXPIRES DIFFERENCE BETWEEN A EXCESS LIABILITY BO -05 BODILY $12,000,000 POOL LIMIT B OCCURRENCE FORM 3128216 INJURY INCLUSIVE OF AND $1,000,000 07/01/2017 07/01/2018 PROPERTY C INCLUDING AUTOMOBILE 1827324 DAMAGE SELF-INSURED RETENTION LIABILITY COMBINED AND D PK1025917 $1,000,000 BICEP POOL LAYER DESCRIPTION OF -6 I OCATIONSIVEHICLES/RESTRICTIONS/SPECIAL ITEMS: AS RESPECTS TO THE EQUIPMENT LEASE AGREEMENT DATED APRIL 6, 2018 BETWEEN THE CITY OF SANTA ANA AND HOLMAN CAPITAL CORPORATION FOR STREET LIGHTS PROJECT FINANCING. TOTAL EQUIPMENT VALUED AT $7,052,662. LEASE IS SCHEDULE TO MATURE 7/3/2029. SIGNATURE PUBLIC FUNDING CORP. AND ITS SUCCESSOR AND/OR ASSIGNS IS INCLUDED AS ADDITIONAL INSURED SOLELY WITH RESPECT TO BODILY INJURY AND PROPERTY DAMAGE ARISING OUT OF OPERATIONS AS DESCRIBED BY OR ON BEHALF OF THE NAMED INSURED PER ATTACHED ENDORSEMENT. THIS CANCELS AND REPLACES CERTIFICATE ISSUED 4/3/18 TO UPDATE INSURED'S RISK MANAGER INFORMATION. SUBJECT TO POLICY TERMS, CONDITIONS AND EXCLUSIONS. CERTIFICATE HOLDER SIGNATURE PUBLIC FUNDING CORP. AND ITS SUCCESSOR AND/OR ASSIGNS ATTN: DONALD KEOUGH 600 WASHINGTON AVENUE, SUITE 305 TOWNSON, MD 21204 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. /AI THIS ENDORSEMENT DOES NOT CHANGE THE MEMORANDUM. PLEASE READ IT CAREFULLY. ADDITIONAL COVERED PARTY - COVERED INDEMNITY CONTRACT This endorsement indentifies coverage provided under the following: BICEP MASTER MEMORANDUM OF LIABILITY COVERAGE The following wording can be found in Section II, Definitions: COVERED PARTY -- means: I. Any person or entity holding a certificate of coverage duly issued by BICEP, as limited therein ("ADDITIONAL COVERED PARTY"). An ADDITIONAL COVERED PARTY is not covered for claims arising from the ADDITIONAL COVERED PARTY's sole negligence or for claims by another COVERED PARTY. g. Any person, entity or organization to whom the COVERED PARTY is obligated by virtue of a COVERED PARTY INDEMNITY CONTRACT to provide coverage solely with respect to BODILY INJURY AND PROPERTY DAMAGE arising out of: i. Premises leased, used or occupied by the COVERED PARTY ii. AUTOMOBILES leased or rented by the COVERED PARTY iii. Equipment owned, leased, rented, maintained or used by the COVERED PARTY iv. Mortgagees of the COVERED PARTY; or v. Property owners and property managers of property owned, leased, rented or occupied by the COVERED PARTY, vi. However, these COVERED PARTY INDEMNITY CONTRACT coverages do not apply to: aa. An OCCURANCE which takes place prior to or after the COVERED PARTY ceases to occupy the premise stated in the COVERED INDEMNITY CONTRACT, bb. Any structural alternation, new construction or demolition operations performed by or on behalf of the COVERED PARTY cc. Any PUBLIC ENTITY ERRORS AND OMISSIONS or EMPLOYMENT PRACTICES. h. The coverage set forth in subsection (g) immediately above will be limited to any limits of coverage within the terms of the COVERED INDEMNITY CONTRACT or the LIMITS OF COVERAGE within this MEMORANDUM, whichever is less, and will apply in excess to any underlying insurance or the COVERED PARTY'S SELF- INSURED RETENTION. BICEP will not be obligated for LIMITS OF LIABILITY greater than that provided by this MEMORANDUM. 712014 Ed BICEP MOC Attachment Page 1 of 1 ISSUE DATE (MM/DD/YYW) ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN ALLIANT INSURANCE SERVICES, INC. P.O. BOX 6450 NEWPORT BEACH, CA 92658-6450 PH (949)756-0271 / FAX (949)756-2713 LICENSE NO. OC36861 CODE SUB4002 ANT PROPERTY INSURANCE PROGRAM (APIP) MEMBER: CITY OF SANTA ANA ATTN: BRIZA MORALES P.O. BOX 1988 SANTA ANA, CA 92702-1988 VARIOUS PER ATTACHED SCHEDULE 02 017471590/04-02 07/01/17 I 07/01/16 I FED CHECKED AS RESPECTS TO THE EQUIPMENT LEASE -PURCHASE AGREEMENT DATED APRIL 6, 2018 BETWEEN THE CITY OF SANTA ANAAND HOLMAN CAPITAL CORPORATION FOR STREET LIGHTS PROJECT FINANCING. TOTAL EQUIPMENT VALUED AT $7,052,662.00. _ �_COI7ERF�aF LP.1EelLS1F.DPNS._. _ANDUNTAFINSURANCF__ OWUMBLE- ALL RISK OF DIRECT PHYSICAL LOSS OR DAMAGE EXCLUDING EARTHQUAKE INCLUDING FLOOD $1,000,000,000 SEE PER SCHEDULE ON FILE WITH COMPANY. COVERAGE INCLUDES REAL AND PERSONAL LOSS LIMIT PER BELOW FLOOD: $250,000 FLOOD ZONES A & V OCCURRENCE PROPERTY, RENTAL INCOME INCLUDING BOND REVENUE REQUIREMENTS, BUSINESS $10,000 CONTRACTOR EQUIPMENT FLOOD INTERRUPTION, EXTRA EXPENSE AND ALL EXTENSIONS AND SUBLIMITS OF COVERAGE AS $50,000,000 SHOWN ON MANUSCRIPT POLICY FORM. PER OCCURRENCE AND ANNUALAGGREGATE FLOOD ZONES A&V CANCELLATION $82,500,000 REPAIR OR REPLACEMENT COST VALUATION SUBJECT TO POLICY PROVISIONS ALL OTHER FLOOD ZONES VEHICLES IF PURCHASED ARE SUBJECT TO ACTUAL CASH VALUE (ACV) OR REPLACEMENT COST BOILER & MACHINERY $100,000,000 PER POLICY PROVISIONS J_7 THE POEFCIES OF INSURANCE LISTED ABOVE HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, SUBJECT TO 10 DAYS NOTICE OF CANCELLATION FOR NON-PAYMENT OF PREMIUM. DEDUCTIBLES: ! VEHICLES: ALL RISK: $5,000 DECLARED REDEVELOPMENT PROPERTIES $25,000 COMPREHENSIVE AND COLLISIONEXCEPT $10,000 ALL OTHER $50,000 FIRE TRUCKS FLOOD: $250,000 FLOOD ZONES A & V OTHER: $100,000 ALL OTHER FLOOD ZONES $10,000 CONTRACTOR EQUIPMENT + BOILER & MACHINERY: $2,500- HIGHER DED APPLY BASED ON SPECIFIC OBJECT/SIZE/PERIL CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST NAME AND ADDRESS' OF INTEREST J_7 (NATURE MORTGAGEE EJ -1 ADDITIONAL INSURED SIGNATURE PUBLIC FUNDING CORP. AND ITS SUCCESSOR ""s AND/OR ASSIGNS ATTN: DONALD KEOUGH s X LENDER'S LOSS PAYABLE (OTHER) 600 WASHINGTON AVENUE, SUITE 305 TOWNSON, MD 2120A ;,.. TO,�,;'_ SIGNATURE Of TNO, Fb AGENr� COMPANY LENDER'S LOSS PAYABLE ENDORSEMENT L Loss or damage, if any, under this policy, shall be paid to the Payee named on the first page of this policy, its successors and assigns, hereinafter referred to as "the Lender", in whatever form or capacity its interests may appear and whether said interest be vested in said Lender in its individual or in its disclosed or undisclosed fiduciary or representative capacity, or otherwise, or vested in a nominee or trustee of said Lender. 2. The insurance under this policy, or any rider or endorsement attached thereto, as to the interest only of the Lender, its successors and assigns, shall not be invalidated mu suspended: (a) by any error, omission, or change respecting the ownership, description, possession, or location of the subject of the insurance or the interest therein, or the title thereto; (b) by the commencement of foreclosure proceedings or the giving of notice of sale of any of the property covered by this policy by virtue of any mortgage or trust deed; (c) by any breach of warranty, act, omission, neglect, or non-compliance with any of the provisions of this policy, including any and all riders now or hereafter attached thereto, by the named insured, the borrower, mortgagor, trustor, vendee, owner, tenant, warehouseman, custodian, occupant, or by the agents of either or any of them or by the happening of any event permitted by them or either of them, or their agents, or which they failed to prevent, whether occurring before or after the attachment of this endorsement, or whether before or after a loss, which under the provisions of this policy of insurance or of any rider or endorsement attached thereto would invalidate or suspend the insurance as to the named insured, excluding herefrom, however, any acts or omissions of the Lender while exercising active control and management of the property. 3. In the event of failure of the insured to pay any premium or additional premium which shall be or become due under the terms of this policy or on account of any change in occupancy or increase in hazard not permitted by this policy, this Company agrees to give written notice to the Lender of such non-payment of premium after sixty (60) days from and within one hundred and twenty (120) days after due date of such premium and it is a condition of the continuance of the rights of the Lender hereunder that the Lender when so notified in writing by this Company of the failure of the insured to pay such premium shall pay or cause to be paid the premium due within ten (10) days following receipt of the Company's demand in writing therefor. If the Lender shall decline to pay said premium or additional premium, the rights of the Lender under this Lender's Loss Payable Endorsement shall not be terminated before ten (10) days after receipt of said written notice by the Lender. 4. Whenever this Company shall pay to the Lender any sum for loss or damage under this policy and shall claim that as to the insured no liability therefor exists, this Company, at its option, may pay to the Lender the whole principal sum and interest and other indebtedness due or to become due from the insured, whether secured or unsecured, (with refund of all interest not accrued), and this Company, to the extent of such payment, shall thereupon receive a full assignment and transfer, without recourse, of the debt and all rights and securities held as collateral thereto, 5. If there be any other insurance upon the within described property, this Company shall be liable under this policy as to the Lender for the proportion of such loss or damage that the sum hereby insured bears to the entire insurance of similar character on said property under policies held by, payable to and expressly consented to by the Lender. Any Contribution Clause included in any Fallen Building Clause Waiver or any Extended Coverage Endorsement attached to this contract of insurance is hereby nullified, and also any Contribution Clause in any other endorsement or rider attached to this contract of insurance is hereby nullified except Contribution Clauses for the compliance with which the insured has received reduction in the rate charged or has received extension of the coverage to include hazards other than fire and compliance with such Contribution Clause is made apart of the consideration for insuring such other hazards. The Leader upon the payment to it of the full amount of its claim, will subrogme this Company (pro rata with all other insurers contributing to said payment) to all of the Lender's rights of contribution under said other insurance. 6. This Company reserves the right to cancel this policy at any time, as provided by its terms, but in such case this policy shall continue in force for the benefit of the Lender for ten (10) days after written notice of such cancellation is received by the Lender and shall then cease. 7. This policy shall remain in full force and effect as to the interest of the Lender for a period of ten (10) days after its expiration unless an acceptable policy in renewal thereof with loss thereunder payable to the Lender in accordance with the terms of this Lenders Loss Payable Endorsement, shall have been issued by some insurance company and accepted by the Lender. 8. Should legal title to and beneficial ownership of any of the property covered under this policy become vested in the Lender or its agents, insurance under this policy shall continue for the term thereof for the benefit of the Lender but, in such event, any privileges granted by this Lender's Loss Payable Endorsement which are not also granted the insured under the terms and conditions of this policy and/or under other riders or endorsements attached thereto shall not apply to the insurance hereunder as respects such property. 9, All notices herein provided to be give by the Company to the Lender in connection with this policy and this Lender's Loss Payable Endorsement shall be mailed to or delivered to the Lender at its office or branch described on the first page of the policy. Approved: Board of Fire Underwriters of the Pacific, California Bankers' Association Committee on Insurance. ALLIANT INSURANCE SERVICES, INC. Alliant Property Insurance Program Declaration # 2 - CITIES 2 (IB Carriers) SCHEDULE OF CARRIERS Effective July 1, 2017 to July 1, 2018 Earthquake, Flood, R&M, Terroriam, Cyber, & Pollution limits listed below apply to Named Insureds who purchase coverage. Percentages area pproximate and participation will not exceed the All Risk Limit purchased by Named Insured. -$ 2,500,000 All RiskIncludingEQ-&:FL Including B&M - 500.0000% $ 2,500,000 Lexington Insurance Company 017471589/04 (Insurance) 017471590/04 (Reinsurance) TAL 1183, MSP 318, CNP4444, ATL1861, ATL 5820, KLN 510, MKL3000 P3173647 5.0000% $ 1,125,000 Liberty Surplus Insurance Corp, 1000263358-01 2.5000% $ 562,500 Interstate Fire & Casualty AMW-15141.4 5.0000% $ 1,125,000 Aspen Insurance UK Limited PRAGET717 50.0000% $ 11,250,000 Lexington Insurance Co. 011660422/05 (insurance) 30.2960% $ 7,574,000 Underwriters at Lloyds -Syndicate; ASC 1414, KLN 510, APL 1969, BRT PJ172696 2987, CHN2015, ATL 1861, ATL 5820, ENH 5151, SCC 1301, AEG 1225 10.0000% $ 2,500,000 Brit Global Specialty London Syndicates 2987 & 2988 PD -10359-03 5.0000% $ 1,250,000 Aspen Insurance UK Limited PX006CP17 7.5000% $ 1875,000 Interstate Fire & Casualty AMW451423-1 '. $ 100,000,000 Excess of $25,000,000 All Risk Including EQ & Flood "eluding B&M 15.0000% $ 15,000,000 Hallmark Specialty Insurance/Lloy is Syndicate Novae 2007 G5% po $25M 73PRX17EFF9/93PRX17P,FEA xs $25M EQ at leo. in CA) 150,000,000 Excess of S50,060,000 All Risk Including EQ & FL, excluding EQ atlocations in CA and B&M 6.6600% $ 9,990,000 Arch Specialty Ins. Co. ESP7301404-03 5.0000% $ 7,500,000 Interstate Fire & Casualty AMW-151423-2 ALLIANT INSURANCE SERVICES, INC. Alliant Property Insurance Program Declaration # 2 - CITIES 2 (1B Carriers) SCHEDULE OF CARRIERS Effective July 1, 2017 to July 1, 2018 Pm ticipation % Participation S Cotnpan)Policy $. :-s 75.nnnnnn 55.4190% $ 75,000,000 Excess of $50,000,000 All Risk Including EQ & FL, excluding EQ at locations in CA. and B&M 4.6700% $ 3,502,500 Lloyds Syndicate Novae 2007 NVA-6016153-07 6.0000% 10.6700'V. $ S 4,500,000 8,002,500 Maxum Indemnity Company MSP4016153-07 $ 25,000,000 Excess of $100,000,000 All Risk Including EQ & I`L, excluding B&M'. Chubb European Group, LTD 5.0000% $ 1,250,000 Underwriters at Lloyds - Syndicate #3000 (Markel) PJ173296 20.0000% $ 5,000,000 Endurance Worldwide Insurance Limited PJ173296 P1172711 $ 75,000;000 Excess of $125,000,000 All Risklncluding EQ & FL "eluding CA.&Q and B&M 34.7000% $ 26,025,000 Underwriters at Lloyds -Syndicate; ASC 1414, LIB 4472, APL 1969, CHN PJ172696 NAP 200019103 %$ 2015, ATL 1861, ATL 5820, ARI{ 4020, AMA 1200, BRT 2987, SCC 1301., CA EQ and B&M 100.0000% $ 100,000,000 NVA 2007 011465908/04 (Insurance) 5.00001Y.6 $ 3,750,000 Partner Re PJ172696 11.9730% $ 8,979,750 Chubb European Group, LTD PJ172711 6.6670% $ 5,000,250 Lancashire Insurance Company(UK)Limited PJ172696 25.0000% $ 18,750,000 Westport Insurance Corporation NAP 200019103 5.0000% $ 3,750,000 Lexington Insurance Co 011660462/05 (Insurance) 011660463/05 (Reinsurance) t 75,006;000 Excess of $200,000,000 All Risk Including EQ Sr FL, excluding CA EQ and B&M ' 10.0000% $ 7,500,000 Ironshore Specialty Insurance Company 001703504 3.3340% $ 2,500,500 Interstate Fire & Casualty AMW.151423-3 86.6660"6. $ 64,999,500 Lexington Insurance Co. 025860205/03 (Insurance) 025860206/03 Reinsurance 55.4190% $ 69,273,750 Underwriters at Lloyds -Syndicate; LJB 4472, ASC 1414, KLN 510, COM PJ172696 2488, QBE 1886, MDU 382, SJC 2003, ARI{ 4020, SCC 1301, VSM 5678, NVA 2007 10.1580% $ 12,697,500 Chubb European Group, LTD PJ172711 7.4230% $ 9,278,750 Underwriters at Lloyds - Syndicate SIC 2003 PJ173227 5.0000% $ 6,250,000 Underwriters at Lloyds- Syndicate CGM 2488 P1172711 7.0000'% $ 8,750,000 PartnerRe Ireland Insurance Ltd, PJ172696 15.0000% $ 18,750,000 Westport Insurance Corporation NAP 200019103 %$ 106,000,000 Excess of $400,000,000 All Risk Including Earthpuake and Flood, excluding CA EQ and B&M 100.0000% $ 100,000,000 Lexington Insurance Co. 011465908/04 (Insurance) 011465909/04 Reinsurance ALLIANT INSURANCE SERVICES, INC. Alliant Property Insurance Program Declaration # 2 - CITIES 2 (1B Carriers) SCHEDULE OF CARRIERS Effective July 1, 2017 to July 1, 2018 EXCESS BOILER PROGRAM $75,000,000 Excess of $25,000,000 Bailer and Machinery 011660456/05 (Insurance) 22.5000% -$ 16.875000 Lexington Insurance Company 011660458/05 (Reinsurance) $50,000,000 Excess of $50,000,000 Boiler and Machinery 011660456/05 (Insurance) 44.0000% 1 22000000 Lexington Insurance Cormany, ;0 1 1 66045 8/05 (Reinsurance) PRIMARY TERRORISM :$ 100,000;000 per Named Insured/$100,000,000 per occurrence./$200,000,000 annual aggregate 50.00001/1. $ 50,000,000 Underwriters at I.loyds-Syndicates; ASC 1414, Aqueduct Portfolio PJ1733870 Management 50.0000% $ 50,000,000 Lexington Insurance Company 025860244/01 (Insurance) EXCESS TERRORISM $80U,000,0UU annual aggregate excess of $200,009,000,: 100.0000% $ 300,000,000 Underwriters at Lloyds -Syndicates, ASC 1414, BRT 2987, AUW 609, I,TS IIJ1731689 33, XLC 2003, 1IE3 4472, TAL 1183, AFB 2623, AFB 0623, COF 1036; Lancashire insurance A uoduct Portrolio Management EXCESS TERRORISM II ;$ 300,000,000 per member excess of $400,000,0001 $300,000,000 per occurrence excess of $900,000,000.1 $600,000,000 100.0000% $ 300,000,000 Underwriters at Lloyds -Syndicate; BRI' 2987, 2988 and 9156, XLC 2003, LIB 4472, TAL 1183, COF 1036, ATL 1861, APB 2623 and 623, Lancashire Insurance ; 100.0000% Lloyd's Sndicate-Beare, 2623-623 PT41733938 POLLUTION LIABILITY POLICY ; [00.0000% Illinois Union Insurance Company PPLG24544837007 EXHIBIT D ESSENTIAL USE CERTIFICATE Holman Capital Corporation 25201 Paseo de Alicia, Suite 290 Laguna Hills, CA 92603 April 6, 2018 Re: Equipment Lease -Purchase Agreement dated April 6, 2018 I, Raul Godinez II, the City Manager of the City of Santa Ana, as lessee (the "Lessee "), am qualified to answer the questions set forth below regarding the Equipment to be acquired by Lessee in connection with the above -referenced Lease Agreement: 1. What is the specific use of the Equipment? The Lessee will purchase existing Southern California Owned Streetlights and retrofit those said lights with LED bulbs. The purchase, warranty and installation of the LED lights is also a component of the project 2. What increased capabilities will the Equipment provide? The Lessee, via the retro -fitting of the existing soon to be City -owned Streetlights, will take advantage of lower utility costs upon completion of the project. 3. Why is the Equipment essential to your ability to deliver governmental services? Ownership of City streetlights is an essential component of Public Safety for the Community. 4. Does the Equipment replace existing equipment? (Ifso, please explain why you are replacing the existing equipment) The purchase will facilitate ownership of existing streetlights along with the retrofit of the said asset, which will reduce energy usage, conserve resources, and decrease operating costs. 5. Why did you choose this specific Equipment? The streetlights were purchased by the owner of the asset, Southern California Edison. The retrofit of the said streetlights will be conducted by a vendor via the City's competitive Bid process. 6. For how many years do you expect to utilize the Equipment? The equipment will be utilized for a period in excess of the term of the loan. D-1 [Signature Page to Essential Use Certificate] Very truly yours, CITY OF SANTA ANA, as Lessee By: Name: Raul Godinez Title: City Manager D-2 EXHIBIT E INCUMBENCY CERTIFICATE I, Francisco Gutierrez, do hereby certify that I am the Executive Director of Finance of the City of Santa Ana, a municipal corporation (the "City"), which is a duly established and validly existing as a political subdivision of the State of California under the Constitution and laws of the State of California, and that I have custody of the records of such entity. I hereby certify that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the City holding the offices set forth opposite their respective names. I further certify that: (i) The signatures set opposite their respective names and titles are their true and authentic signatures, and (ii) Such officers have the authority on behalf of such entity to: a. Enter into that certain Equipment Lease -Purchase -Agreement and Equipment Schedule both dated April 6, 2018 (the "Lease Agreement "), between the City of Santa Ana, as lessee, and Holman Capital Corporation, as lessor, and b. Enter into that certain Escrow Deposit Agreement dated April 6, 2018 (the "Escrow Agreement"), between the City of Santa Ana, Signature Bank, as escrow agent, and Holman Capital Corporation, as lessor, and to execute various payment and disbursement request forms, c. Execute Certificates of Acceptance, Disbursement Request Forms, and all other certificates, documents, and agreements relating to the Lease Agreement and/or Escrow Agreement. NAME TITLE Raul Godinez II City Manager Francisco Gutierrez Executive Director -Finance SIGNATURE r^. � �qq IN WITNESS WHEREOF, I have duly executed this Certificate on behalf of the City of Santa Ana, California. April 6, 2018 �p Francisco Gutierrez, Executive Director of Finance MAYOR Miguel A. Pulido MAYOR PRO TEM Michele Martinez COUNCILMEMBERS P. David Benavides Vicente Sarmiento Jose Solorio Sal Tinajero Juan Villages April 6, 2018 r .. A t ♦ A. OFFICE OF THE CITY ATTORNEY 20 Civic Center Plaza, M29 a P.O. Box 1988 Santa Ana, California 92702 714-647-5201 • Fax 714-647-6515 www.santa-ann.org Holman Capital Corporation 25201 Paseo de Alicia, Suite 290 Laguna Hills, CA 92603 CITY MANAGER Raul Godinez II CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria D. Huizar Re: Equipment Lease -Purchase Agreement and Equipment Schedule both dated April 6, 2018 Ladies and Gentlemen: As counsel to the City of Santa Ana (the "Lessee"), I have examined the Equipment Lease - Purchase Agreement and Equipment Schedule both dated April 6, 2018 (collectively, the "Lease Agreement"), between the Lessee and Holman Capital Corporation, as lessor ("Lessor"), the form of the Escrow Deposit Agreement, together the Disbursement Request Form and Certificate of Acceptance (collectively, the "Escrow Agreement"), and the proceedings taken by the Governing Body of the Lessee to authorize on behalf of the Lessee the execution and delivery of the Lease Agreement and the Escrow Agreement and the investment of the lease proceeds (if any) into the Permitted Investment (as such term is defined in the Escrow Agreement). The Lease Agreement and the Escrow Agreement, together with all documents, exhibits, certificates and attachments thereto are herein collectively referred to as the "Transaction Documents." Based upon the foregoing examination and upon an examination of such other documents and matters of law as I have deemed necessary or appropriate, I am of the opinion that: 1. The Lessee is a charter city and municipal corporation, which is duly established and validly existing under the Constitution and laws of the State of California and constitutes a "political subdivision" of the State as such term is defined under Section 103 of the Internal Revenue Code of 1986, as amended, with full power and authority to enter into the Transaction Documents. 2. The Transaction Documents have each been duly authorized, executed, and delivered by the Lessee. The Permitted Investment has been duly authorized by the Lessee. Assuming due authorization, execution and delivery thereof by Lessor, the Transaction Documents constitute legal, valid, and binding obligations of the Lessee, enforceable against the Lessee in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors' rights generally. 3. The Lessee has complied with any applicable public bidding requirements in connection with the Transaction Documents and the transactions contemplated thereby. The resolution adopted by the Governing Body of the Lessee authorizing the execution and delivery of the Transaction Documents, the SANTA ANA CITY COUNCIL Miguel A. Pulido Michele Martinez Vicente Sarmiento Jose Solorio P. David Benavides Juan Villegas Sal Tinajero Mayor Mayor Pro Tem, Ward 2 Ward 1 Ward 3 Ward 4 Ward 5 Ward 6 moulido@santa-ana.ora mimarlinez(Asanta-ane ora warm ento(Asantaena era 's o) Iono@sanfa-ana oro dbenavldes(dsanla-ane or ivilleoas(¢nsanta-ane ora Anther nlsano-ane ora Holman Capital Corporation April 6, 2018 Page 2 investment of lease proceeds into the Escrow Account and Permitted Investments, and certain other matters was adopted at a meeting that was held in compliance with all applicable laws relating to the holding of open and public meetings. 4. No litigation or proceeding is pending or, to the best of my knowledge, threatened to restrain or enjoin the execution, delivery, or performance by the Lessee of the Transaction Documents or in any way to contest the validity of the Transaction Documents, to contest or question the creation or existence of the Lessee or the Governing Body of the Lessee or the authority or ability of the Lessee to execute or deliver the Transaction Documents or to comply with or perform its obligations thereunder. There is no litigation pending or, to the best of my knowledge, threatened seeking to restrain or enjoin the Lessee from annually appropriating sufficient funds to pay the rental payments or other amounts contemplated by the Lease Agreement. The entering into and performance of the Transaction Documents do not and will not violate any judgment, order, law, or regulation applicable to the Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest, or other encumbrance upon any assets of the Lessee or on the Equipment (as such term is defined in the Lease Agreement) pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement, or other instrument to which the Lessee is a party or by which it or its assets may be bound. 5. The Lessee has covenanted to comply with any continuing requirements that may be necessary to preserve the exclusion from gross income for purposes of federal income taxation under the Internal Revenue Code of 1986, as amended ("Code"), of the portion of the Rental Payments designated as interest. In the event that the Lessee continuously complies with its covenants under the Transaction Documents and so long as the amounts payable to the Lessor are derived from the Rental Payments made by the Lessee, the portion of the Rental Payments designated as interest is not includible in gross income for federal income tax purposes under the current law. No opinion is expressed as to the tax treatment of payments made to the Lessor from sources other than from Rental Payments made by the Lessee. The Lease Agreement and the obligation to pay Rental Payments thereunder as represented by the Lease Agreement are not "specified private activity bonds" as such tern is defined in the Code and the portion of the Rental Payments designated as interest is not includible as an item of tax preference under Section 57 of the Code for purposes of computing the alternative minimum tax. However, the portion of Rental Payments designated as interest and received by the Lessor may be subject to an alternative minimum tax. The portions of the Rental Payments designated as interest represented by the Lease Agreement and any gain on the sale of the Lease Agreement are not includible as gross income under California Law. Except as set forth in paragraph 6 herein, we express no opinion regarding other federal tax consequences arising with respect to the Lease Agreement and Transaction Documents. This opinion may be relied upon by purchasers and assignees of Lessor's interests in the Lease Agreement. Respectfully submitted, .. hn M. Funk Assistant City Attorney SANTA ANA CITY COUNCIL Miguel A. Pulled Michele Martinez Vicente Sarmiento dose Solorio P. David Banavides Juan Villages Sal Tnajero Mayor Mayor Pro Tem, Ward 2 Ward Ward Ward Ward Ward mpulid000santa-ana.ora mi mart! nezrrsanta-ana.ora vsarmientoVaanta-anaorq solorioRsanla-ana.oro dbenavidesnasanta-ana.oroivilleoas�losanta-ana.orq stinaiero0sante-ana.ora EXHIBIT G: BANK -QUALIFIED DESIGNATION The CITY OF SANTA ANA, as lessee, (the 'Lessee ") under Equipment Schedule No. 001 dated as of April 6, 2018 to that certain Equipment Lease -Purchase Agreement dated as of April 6, 2018 (collectively, the "Lease") to which this Designation is attached, hereby designates the Lease as a "qualified tax-exempt obligation" for the purposes and within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The Lessee hereby represents that the Lessee reasonably anticipates that the Lessee and other entities that the Lessee controls will not issue tax-exempt obligations (including the Lease) the aggregate principal amount of which exceed $10,000,000 during the calendar year in which the Lease is executed and delivered and interest commences to accrue thereunder. This Designation is attached to and made a part of the Lease and inures to the benefit of the Lessor and its successors and/or assigned. EXECUTED as of this 6°i day of April, 2018. CITY OF SANTA ANA, as Lessee r" By: Name: Raul Godinez II Title: City Manager EXHIBIT H POST -ISSUANCE TAX COMPLIANCE PROCEDURES Dated: April 6, 2018 The following certificate is delivered 41 connection with the execution and delivery of the Equipment Lease -Purchase Agreement dated April 6, 2018 (the "Lease Agreement"), entered into b etween the City of Santa Ana (the "Lessee") and Holman Capital Corporation (the "Corporation"). Capitalized terms used herein have the meanings defined in the Lease Agreement. Section 1. In General. 1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the financing of certain equipment (the "Equipment') to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the Equipment Schedule executed under the Agreement (the "Lease," and together with all related documents executed pursuant thereto and contemporaneously herewith, the "Financing Documents"). As described in the Financing Documents, Lessor shall apply $7,052,662.00 (the "'Principal Amount') toward the acquisition of the Equipment and closing costs, and Lessee shall make Rental Payments under the terms and conditions as set forth in the Financing Documents. 1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing Documents, a copy of which has been delivered to Lessor. 1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment Schedule. The Principal Amount will be deposited In escrow by Lessor on the date of issuance of the Financing Documents and held by Signature Bank, as escrow agent (the "Escrow Agent') pending acquisition of the Equipment under the terms of that certain Escrow Deposit Agreement dated as of April 6, 2018 (the "Escrow Agreement'), by and between Lessor and Escrow Agent. 1.4 ,Lessee will timely file for the Lease a Form 8038-G (or, if the invoice price of the Equipment under such schedule is less than $100,000, a Form 8038 -GC) relating to such Lease with the Internal Revenue Service in accordance with Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code"). 1.5 The Lease is a "qualified tax-exempt obligation" for the purposes and within the meaning of Section 265(b)(3) ofthe Internal Revenue Code of 1986, as amended. As such, the Lessee hereby represents that the Lessee reasonably anticipates that the Lessee and other entities that the Lessee controls will not issue tax-exempt obligations (including the Equipment Schedule) the aggregate principal amount of which exceed $10,000,000 during the calendar year in which Equipment Schedule is executed and delivered and interest commences to accrue thereunder] Section 2. Non -Arbitrage Certifications. 2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or an account or subaccount therein). No sinldng, debt service, reserve or similar fund or account will be created or maintained for the payment of the Rental Payments due under the Financing Documents or pledged as security therefor. 2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of financing with the Financing Documents and (iii) paid out of substantially the same source of finds as, or deemed to have substantially the same claim to be paid out of substantially the same source of funds as, the Financing Documents. 2.3. Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment. 2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the yield realized by Lessor from Rental Payments received under the Financing Documents. 2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the Equipment. 2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than the final Payment Date under the Financing Documents. Section 3. Disbursement of Funds; Reimbursement to Lessee. 3.1 It is contemplated that the entire Principal Amount will be used to pay the acquisition cost of Equipment to the Vendor(s) or for any financial advisory or closing costs, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied. 3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following conditions have been satisfied: (a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150-2 (the "Declaration of Official Intent"), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion of the cost of the Equipment, which expenditure was paid to a Vendor under the Equipment Acquisition Contact not earlier than sixty (60) days before Lessee adopted the Declaration of Official Intent; (b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service; (c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly chargeable to a capital account under general federal income tax principles; and (d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an artifice or device under Treasury Regulation § 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements. Section 4. Use and Investment of Funds; Temporar9 Period. 4.1. Lessee has incurred or will incur, within six (6) months from the date of issuance of the Financing Documents, binding obligations to pay an amount equal to at least five percent (5%) of the Principal Amount toward the costs of the Equipment. An obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of final acceptance of the Equipment. 4.2. An amount equal to at least eighty-five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of four (4) years or more. 4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the Escrow Agreement to the Internal Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual determinations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee reasonably expects to cause the Equipment to be acquired by October 6, 2019, but not later than April 6, 2021. (b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in accordance with Section 148(f) of the Code unless (i) the entire Principal Amount is expended on the Equipment by the date that is the six-month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the following schedule: At least fifteen percent (15%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within six months from the date of issuance of the Financing Documents; at least sixty percent (60%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Financing Documents; and one hundred percent (100%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment prior to eighteen (18) months from the date of issuance of the Financing Documents. (c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond" under Section 141 of the Code; and (iii) at least ninety-five percent (95%) of the Principal Amotmt is used for the governmental activities of Lessee. Section 5. Escrow Account. The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the Vendor(s) or manufacturer(s) of the Equipment are due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents being treated as an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended (the "Code"), respectively. Any monies which are earned from the investment of these funds shall be labeled as interest earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the Equipment. Lessee acknowledges that the provisions of Sections 2 and 4 herein are particularly applicable when the Principal Amount is funded into an Escrow Fund subject to the Escrow Agreement. Section 6. No Private Use; No Consumer Loan. 6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than 10% of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten percent (10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of property or borrowed money used or to be used for a Private Business Use. 6.2 In addition, if both (A) more than five percent (5%) of the Principal Amount is used as described above with respect to Private Business Use and (B) more than five percent (5%) of the Principal Amount plus interest earned thereon is secured by Private Business Use property or payments as described above, then the excess over such five percent (5%) (the "Excess Private Use Portion") will be used for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use Portion is related. For purposes of this paragraph 6.3, "Private Business Use" means use of bond proceeds or bond fmanced-property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public. 6.4. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non-governmental entities or to any governmental agencies other than Lessee. Section 7. No Federal Guarantee. 7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by the United States or an agency or instrumentality thereof. 7.2. No portion ofthe Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Section 8. Miscellaneous. 8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. 8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings thereon for a period of five (5) years after payment in full under the Financing Documents. 8.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other facts, estimates or circumstances that would materially change the expectations expressed herein. 8.4. The Lessee's Tax Identification Number is: 95-6000785. 8.5. The Lessee has adopted, or will adopt in a reasonable period post -closing, by resolution, separate written procedures regarding ongoing compliance with federal tax requirements necessary to keep, ensure and maintain the interest portions of the Rental Payments under the Lease Agreement as excluded form Lessor's gross income for federal income tax purposes, and will, on an annual basis, conduct an audit of the Lease Agreement to ensure compliance with such procedures IN WITNESS WHEREOF, this Post -Issuance Tax Compliance Procedures Certificate has been executed on behalf of Lessee as of April 6, 2018. CITY OF SANTA ANA, CALIFORNIA By: Name: Raul Godir e II Title: City Manager EXHIBIT I: ESCROW DEPOSIT AGREEMENT This ESCROW DEPOSIT AGREEMENT (this "Agreement") dated as of this 6th day of April, 2018 by and among SIGNATURE PUBLIC FUNDING CORP. ("Lessor"), a New York corporation, having its primary address at 600 Washington Avenue, Suite 305, Towson, Maryland 21204, CITY OF SANTA ANA ("Lessee"), a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, having its primary office at 20 Civic Center Plaza, Santa Ana, CA 92708 and SIGNATURE BANK (the "Escrow Agent'), a New York state -chartered commercial bank and having an office at Signature Bank, 75 Holly Hill Lane, Greenwich, CT 06830. WITNESSETH: WHEREAS, Lessee and Lessor have entered into that certain Equipment Schedule No 001 dated as of April 6, 2018 to that certain Equipment Lease -Purchase Agreement dated as of April 6, 2018 (collectively and together with all other documents, certificates, exhibits and related documentation therewith, collectively, the "Lease"); and WHEREAS, the Lessor has made a loan to Lessee in the form of "Lease Proceeds," which are to be used to pay various costs associated with the Lease and to acquire certain items of Equipment (as such term is defined in the Lease); and WHEREAS, Lessor and Lessee have agreed that all or a portion of the Lease ,Proceeds shall be held in escrow upon certain terms and conditions; and WHEREAS, Lessor and Lessee appoint the Escrow Agent as escrow agent of such escrow subject to the terms and conditions set forth in this Agreement; and WHEREAS, the Escrow Agent accepts such appointment as escrow agent subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, IT IS AGREED as follows: L Delivery of Escrow Finds. (a) Upon execution of the Lease and delivery of all documents and completion of all conditions precedent in the Lease, the Lessor will deliver, or shall cause to be delivered, to the Escrow Agent checks, internal transfers or wire transfers equal to the Initial Deposit Amount (as set forth on Schedule A hereto) and made payable to "City of Santa Ana, Signature Bank as Escrow Agent' for the benefit of Lessor and Lessee to be held in an account at Signature Bank entitled "City of Santa Ana Equipment Schedule 001, Signature Bank, as Escrow Agent' having ABA No. 026013576, Account No. 1503106872 (the "Escrow Account"). (b) The Initial Deposit Amount that consists of good and indefeasible collected funds that are deposited into the Escrow Account is referred to as the "Escrow Funds." The Escrow Funds shall be maintained and collateralized by the Escrow Agent in accordance with the written instructions provided by the Lessee and Lessor as more fully set forth on Schedule C hereto, which Lessee represents and warrants is in accordance with all applicable laws, regulations, and rules.' (c) The Escrow Agent shall have no duty or responsibility to enforce the collection or demand payment of these checks or any other fiords delivered to Escrow Agent for deposit into the Escrow Account. If, for any reason, these checks or any other funds deposited into the Escrow Account shall be returned unpaid to the Escrow Agent, the sole duty of the Escrow Agent shall be to advise Lessor and Lessee promptly thereof and return check in the manner directed in writing by Lessor and Lessee. 2. Release of Escrow Funds. (a) The Escrow Funds shall be paid by the Escrow Agent in accordance with the instructions, in form and substance satisfactory to the Escrow Agent, received from Lessor and Lessee, in all cases subject to Lessor approval and subject to delivery of those items set forth in Section 2(b) herein, or in accordance with Lessor's instructions delivered pursuant to Section 6 herein, or in absence of such instructions in accordance with the order of a court of competent jurisdiction. The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. The Escrow Agent may act in reliance upon any instructions, court orders, notices, certifications, demands, consents, authorizations, receipts, powers of attorney or other writings delivered to it without being required to determine the authenticity or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order. The Escrow Agent may act in reliance upon any signature believed by it to be genuine, and may assume that such person has been properly authorized to do so. (b) Upon receipt of a Payment Request Form (in substantially the form as set forth on Schedule B hereto) executed by Lessor and Lessee, an amount equal to the Acquisition Cost as shown therein shall be paid directly by Escrow Agent to the person or entity entitled to payment as specified therein. Although the Payment Request Form may have schedules, invoices and other supporting document attached to it, Lessor will send to Escrow Agent only the page or pages showing the signatures of Lessor and Lessee, the Acquisition Cost and related payment information, without such schedules, invoices or other supporting documentation. Escrow Agent may act and rely upon the signed Payment Request Form without the need to review or verify any such schedules, invoices or other supporting documentation. 3. Acceptance by Escrow Agent. The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that: (a) The names and true signatures of each individual authorized to act singly on behalf of Lessor and Lessee are stated in Schedule A. The Escrow Agent may act in reliance upon any signature believed by it to be genuine, and may assume that any person who has been designated in Schedule A to give any written instructions, notice or receipt, or make any statements in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions. The names and true signatures of each individual authorized to act singly on behalf of Lessor and Lessee are stated in Schedule A, which is attached hereto and made a part hereof. The Lessee and Lessor may each remove or add one or more of its authorized signers stated on Schedule A by notifying the Escrow Agent of such change in accordance with this Agreement, which notice shall include the true signature for any new authorized signatories. (b) The Escrow Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. (c) Lessor and Lessee, jointly and severally, agree to indemnify, release, and hold the Escrow Agent harmless from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses, including, but not limited to, attorney's fees, costs and disbursements, (collectively "Claims") claimed against or incurred by Escrow Agent arising out of or related, directly or indirectly, to the Escrow Agreement and the Escrow Agent's performance hereunder or in connection herewith, except to the extent such Claims arise from Escrow Agent's willful misconduct or gross negligence as adjudicated by a court of competent jurisdiction. (d) In the event of any disagreement between or among Lessor and Lessee, or between any of them and any other person, resulting in adverse claims or demands being made to Escrow Agent in connection with the Escrow Account, or in the event that the Escrow Agent, in good faith, be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. The Escrow Agent shall have the option, after thirty (30) days' notice to Lessor and Lessee of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights among themselves. The rights of the Escrow Agent under this section are cumulative of all other rights which it may have by law or otherwise. (e) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction. (f) The Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent's obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by applicable law (i) to accept checks or other instruments for the payment of money delivered to the Escrow Agent for the Escrow Account and deposit said checks or instruments into the Escrow Account, and (ii) disburse or refrain from disbursing the Escrow Funds as stated herein, provided that the checks or instruments received by the Escrow Agent have been collected and are available for withdrawal. 4. Escrow Account Statements and Information. The Escrow Agent agrees to send to the Lessee and/or the Lessor a copy of the Escrow Account periodic statement, upon request in accordance with the Escrow Agent's regular practices for providing account statements to its non -escrow clients and to also provide the Lessee and/or Lessor, or their designee, upon request other deposit account information, including Account balances, by telephone or by computer communication, to the extent practicable. The Lessee and Lessor agree to complete and sign all forms or agreements required by the Escrow Agent for that purpose. The Lessee and Lessor each consents to the Escrow Agent's release of such Account information to any of the individuals designated by Lessee or Lessor, which designation has been signed in accordance with Section 3(a) by any of the persons in Schedule A. Further, the Lessee and Lessor have an option to receive e-mail notification of incoming and outgoing wire transfers. If this e-mail notification service is requested and subsequently approved by the Escrow Agent, the Lessee and Lessor agrees to provide a valid e-mail address and other information necessary to set-up this service and sign all forms and agreements required for such service. The Lessee and Lessor each consents to the Escrow Agent's release of wire transfer information to the designated e-mail address(es). The Escrow Agent's liability for failure to comply with this section shall not exceed the cost of providing such information. 5. Resienation and Termination of the Escrow Agen . The Escrow Agent may resign at any time by giving thirty (30) days' prior written notice of such resignation to Lessor and Lessee. Upon providing such notice, the Escrow Agent shall have no further obligation hereunder except to hold the Escrow Funds that it has received as of the date on which it provided the notice of resignation as depository. In such event, the Escrow Agent shall not take any action until Lessor and Lessee jointly designate a banking corporation, trust company, attorney or other person as successor escrow agent. Upon receipt of such written instructions signed by Lessor and Lessee, the Escrow Agent shall promptly deliver the Escrow Funds, net of any outstanding charges, to such successor escrow agent and shall thereafter have no further obligations hereunder. If such instructions are not received within thirty (30) days following the effective date of such resignation, then the Escrow Agent may deposit the Escrow Funds and any other amounts held by it pursuant to this Agreement with a clerk of a court of competent jurisdiction pending the appointment of a successor escrow agent. In either case provided for in this section, the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds. 6. Termination. (a) Lessor and Lessee may terminate the appointment of the Escrow Agent hereunder upon a joint written notice to Escrow Agent specifying the date upon which such termination shall take effect. In the event of such termination, Lessor and Lessee shall, within thirty (30) days of such notice, jointly appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions signed by both Lessor and Lessee, turn over to such successor escrow agent all of the Escrow Funds; provided, however, that if Lessor and Lessee fail to appoint a successor escrow agent within such thirty (30) -day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the Escrow Agent hereunder and shall be bound by all of the provisions hereof and the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds. (b) The Escrow Account shall be terminated on the "Termination Date," which shall be the earliest of (i) the final distribution of amounts in the Escrow Account, (ii) the "Anticipated Closing Date" (as such term is defined on Schedule A hereto), or (iii) unilateral written notice given by Lessor of the occurrence of a default, Event of Default (as such term is defined in the Lease), Non -Appropriation (as such term is defined in the Lease) or any other termination of the Lease which results in Lessor being paid less than the Concluding Payment (as such term is defined in the Lease). (c) Unless all of the Escrow Funds deposited by Lessor in the Escrow Account have been previously disbursed pursuant to Section 2 herein, on the Termination Date, Escrow Agent shall pay upon written direction from Lessor all remaining moneys in the Escrow Account to Lessor or its assignee for application to the Concluding Payment, including any fees, interest or premium included in the definition thereof as found in the related Lease. If any Concluding Payment does not contain a premium or penalty and this Agreement and the Escrow Account is terminated pursuant to Section 6(b) herein, then any amounts paid pursuant to this Section 6(c) shall be subject to a prepayment fee equal to three percent (3%) of such amount. Lessor shall apply amounts received under this Section 6 first to unpaid fees, late charges and collection costs, if any, which have accrued or been incurred under the Lease, then to overdue Principal and Interest on the Lease and then, in the sole discretion of Lessor, either (i) to the Concluding Payment due under the Lease in the inverse order of all respective principal maturities, or (ii) proportionately to each Principal payment thereafter due under the Lease. In the event that Lessor elects to apply any such amounts in accordance with clause (i) of the preceding sentence, Lessee shall continue to make Rental Payments as scheduled in the applicable Payment Schedule. In the event that Lessor elects to apply such amounts in accordance with clause (ii) of this Section 6(c), Lessor shall provide Lessee with a revised Payment Schedule which shall reflect the revised Principal balance and reduced Rental Payments due under the Lease. Capitalized terms used in this Section 6, but not defined herein, shall have the meanings given to such terms in the Lease. Escrow Agent shall have no responsibility to see to the appropriate application of any moneys returned under this Section 6. Investment. (a) If the non-interest bearing account option is selected in Schedule A hereto, all Escrow Funds received by the Escrow Agent shall be held only in non-interest bearing bank accounts at Escrow Agent. (b) If the interest-bearing account option is selected in Schedule A hereto, the Escrow Fund shall be invested in Signature Bank's Monogram Insured Money Market Deposit Account for Business. Lessee agrees and represents to the Escrow Agent that any interest or other income earned on the Escrow Account shall for the purposes of reporting such income to the appropriate taxing authorities be deemed to be earned by the Lessee. (c) The following provisions are applicable regardless of whether an interest-bearing or non- interest bearing account is elected. The Lessee represents that it is a US person as that term is defined by IRS. The Lessee agrees to provide the Escrow Agent with a certified tax identification number by signing and returning a Form W-9 to the Escrow Agent upon execution of this Escrow Agreement. The Lessee understands that, in the event the Lessee's tax identification number is incorrect or is not certified to the Escrow Agent, the Internal Revenue Code, as amended from time to time, may require withholding of a portion of any interest or other income earned on the Escrow Funds. The Lessee agrees to assume any and all obligations imposed, now or hereafter, by the applicable tax law and/or applicable taxing authorities, with respect to any interest or other income earned on the Escrow Funds and to indemnify and hold the Escrow Agent harmless from any liability or obligation on account of taxes, assessments, additions for late payment, interest, penalties, expenses and other governmental charges that may be assessed or asserted against the Escrow Agent in connection with or relating to any payment made or other activities performed under the terms of this Agreement, including without limitation any liability for the withholding or deduction of (or the failure to withhold or deduct) the same, and any liability for the failure to obtain proper certifications or to report properly to governmental authorities in connection with this Agreement, including costs and expenses (including reasonable legal fees and expenses) interest and penalties, in each such case to the extent applicable to, or arising in respect of, the interest earned on the Escrow Account, unless such liability is caused by the Escrow Agent's gross negligence or willful misconduct. The foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement. 8. Security Interest. The Escrow Agent and Lessee acknowledge and agree that the Escrow Account, the Escrow Funds, and all investments, cash, securities, and proceeds thereof are being irrevocably held by Escrow Agent for the benefit of the Lessee and Lessor subject to disbursement or return solely as set forth herein. In addition to the foregoing and should Lessor's interest in the Lease Proceeds be invalidated, illegal or challenged in any fashion, Lessee hereby grants to Lessor a first priority perfected security interest in the Escrow Account and Escrow Funds, and all cash, securities, investments and proceeds thereof that may, from time to time, be held in the Escrow Account. If the Escrow Account, or any part thereof, is converted to investments as set forth in this Agreement, such investments shall be made in the name of Escrow Agent and held for the benefit of Lessor and Lessee subject to the express terms and conditions of this Agreement. Notwithstanding the grant and conveyance of a lien and security interest in favor of the Lessor and solely with respect to Claims, Fees or other actual and out-of-pocket costs that have not been previously reimbursed, Escrow Agent is hereby granted a security interest in and a lien upon the Escrow Account and Escrow Funds, which security interest and lien shall be prior to all other security interests, liens or claims against the Escrow Account, Escrow Funds, or any part thereof. The Escrow Account and Escrow Funds shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either Lessor or Lessee or Escrow Agent (other than Lessor's and Escrow Agent's respective security interests granted hereunder). 9. Compensation. The Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a one-time "-Set-Up Fee," if any, as set forth on Schedule A hereto, which fee shall be paid by Lessor or Lessee uponthe signing of this Agreement. In addition, Lessor and Lessee shall be obligated to reimburse Escrow Agent for all fees, costs and expenses incurred or that becomes due in connection with this Agreement or the Escrow Account, including reasonable attorney's fees (collectively, and together with the Set-Up Fee, "Fees"). Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of the Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred. or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to or commensurate with the Termination Date, the Escrow Agent shall advise the Lessee and Lessor and the Lessee and Lessor shall direct all such amounts to be paid directly to Escrow Agent prior to any distribution of funds set forth in Section 6 herein 10. Regulatory Compliance. (a) Lessee and Lessor agree to observe and comply, to the extent applicable, with all anii- money laundering laws, rules and regulations including, without limitation, regulations issued by the Office of Foreign Assets Control of the [.United States Department of Treasury and the Financial Crimes Enforcement Network of the U.S. Department of Treasury. (b) Lessee and Lessor shall provide to the Escrow Agent such information as the Escrow Agent may require to enable the Escrow Agent to comply with its obligations under the Bank Secrecy Act of 1970, as amended (`BSA°'), or any regulations enacted pursuant to the BSA or any regulations, guidance, supervisory directive or order of the New York State Department of Financial Services or Federal Deposit Insurance Corporation. The Escrow Agent shall not make any payment of all or any portion of the Escrow Funds to any person unless and until such person has provided to the Escrow Agent such documents as the Escrow Agent may require to enable the Escrow Agent to comply with its obligations under the BSA. (c) To help the United States government fight funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened and from time to time as be required by the Escrow Agent's internal policies and procedures, the Escrow Agent shall be entitled to ask for such information that will allow the Escrow Agent to identify relevant parties. For a non-individual person such as a business entity, a charity, a trust, or other legal entity, the Escrow Agent may ask for documentation to verify its formation and existence as a legal entity. The Escrow Agent may also ask to see 'financial statements, licenses, identification, and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. The Parties acknowledge that a portion of the identifying information set forth herein is being requested by the Escrow Agent in connection with Title Ill of the USA Patriot Act, Pub.L. 107-56 (the "Act"), and Lessee and Lessor each agrees to provide any additional information requested by the Escrow Agent in its sole discretion in connection with the Act or any other legislation, regulation, regulatory order or published guidance to which the Escrow Agent is subj eet, in a timely manner. 11. Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand -delivery, by facsimile followed by first-class mail, by nationally recognized overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below. If to Lessor: Signature Public Funding Corp. 600 Washington Avenue, Suite 305 Towson, Maryland 21204 Attention: Donald Keough E-mail Address: DKeoa lghgsigrnaturenv.com Fax No: (646) 927-4005 If to Lessee: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702] Attention: Francisco Gutierrez Fax No.: (714) 647-5414 If to Escrow Agent: Signature Bank 75 Holly Hill Lane Greenwich, CT 06830 Attention: Thomas Mooney, Group Director and Senior Vice President Fax No.: 646-660-4272 12. General (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within such State, without regard to choice of law principles. UNLESS EXPRESSLY PROHIBITED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (b) This Agreement sets forth the entire agreement and understanding of the parties in respect to the matters contained herein and supersedes all prior agreements, arrangements and understandings relating thereto. (c) All of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto, as well as their respective successors and assigns. (d) This Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties or obligations hereunder unless all other parties have given their prior written consent (e) If any provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions. (f) This Agreement and any modification or amendment of this Agreement may be executed in several counterparts or by separate instruments and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto. 13. Form of Signature. The parties hereto agree to accept a facsimile or e-mail transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile or e-mail signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in first class mail, postage pre -paid, to the address of the Escrow Agent. 14. No Third -Party Beneficiaries. This Agreement is solely for the benefit of the parties and their respective successors and permitted assigns, and no other person has any right, benefit, priority or interest under or because of the existence of this Agreement. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first set forth above. CITY OF SANTA ANA _ e— By: Name: Raul Godinez II Title: City Manager SIGNATURE PUBLIC FUNDING CORP. IN Name: Donald S. Keough Title: Senior Managing Director SIGNATURE BANK US in By: Name: Thomas Mooney Title: Group Director and Senior Vice President Name: Richard J. Carr Title: Associate Group Director and Vice President Name: William Mooney Title: Group Director and Senior Vice President IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first set forth above. CITY OF SANTA ANA By: _ Name: Raul Godinez II Title: City Manager SIGNATURE PUBLIC FUNDING CORP. By:7 Name: Donald S. Keough Title: Senior Managing Director SIGNATURE BANK Un UM Name: Thom s -Mooney Title: Group Director and Senior Vice President Director and Vice President SPFC Lease/Account Number: Name of Lessee: Beneficiary Name for Fund: Date of Escrow Agreement: Schedule A -001 City of Santa Ana City of Santa Ana Equipment Schedule 001, Signature Bank, as Escrow Agent April 6, 2018 Date of Equipment Lease -Purchase Agreement: April 6, 2018 Lessee's State / Commonwealth: Lessee's Tax Identification Number: Escrow Agent Fee: Initial Deposit Amount: Account Type: Anticipated Closing Date: CA 95-6000785 $0.00 $7,052,662.00 Non-interest Bearing October 6, 2019 The Escrow Agent is authorized to accept instructions signed or believed by the Escrow Agent to be signed by any one of the following on behalf of Lessee and Lessor. Name Edwin "William" Galvez Acting Executive Director Public Works Agency Francisco Gutierrez Executive Director Finance and Management Services Name Donald S. Keough Rich Cumbers City of Santa Ana Signature Public Funding Corp. True Signature SPFC Lease/Account Number: Name of Lessee: Beneficiary Name for Fund: Schedule A 15 w 0 t ;I -'L 1-001 City of Santa Ana City of Santa Ana Equipment Schedule 001, Signature Bank, as Escrow Agent Date of Escrow Agreement: April 6, 2018 Date of Equipment Lease -Purchase Agreement: April 6, 2018 Lessee's State / Commonwealth: CA Lessee's Tax Identification Number: Escrow Agent Fee: Initial Deposit Amount: Account Type: Anticipated Closing Date: 95-6000785 $0.00 $7,052,662.00 Non-interest Bearing October 6, 2019 The Escrow Agent is authorized to accept instructions signed or believed by the Escrow Agent to be signed by any one of the following on behalf of Lessee and Lessor. City of Santa Ana Name True Signature Signature Public Funding Corp. Name True Signature Donald S. Keough n __ Rich Cumbers l N — Schedule B: Payment Request Form No. [I CERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST The following payment request is directed to Signature Bank (the "Escrow Agent"), as escrow agent under that certain Escrow Deposit Agreement dated April 6, 2018 (the "Escrow Agreement"), between the City of Santa Ana ("Lessee"), Signature Public Funding Corp. ("Lessor"), and the Escrow Agent. The Escrow Agent is hereby requested to pay from the Escrow Fund established and maintained under the Escrow Agreement the amount set forth below to the named payee(s). The amount shown is due and payable under a purchase order or contract (or has been paid by and not previously reimbursed to Lessee). The equipment described below is part or all of the Equipment purchased pursuant to Equipment Schedule No. 001 dated as of April 6, 2018 to that certain Equipment Lease -Purchase Agreement dated as of April 6, 2018 (collectively, the "Lease "), between Lessor and Lessee: DESCRIPTION OF QUANTITY UNITS OF EQUIPMENT AMOUNT PAYEE Lessee hereby certifies and represents to and agrees with Lessor as follows with respect to the Equipment described above: (i) the Equipment has been delivered to the location(s) set forth in the Lease; (ii) a present need exists for the Equipment, which need is not temporary or expected to diminish in the near future; (iii) the Equipment is essential to and will be used by Lessee only for the purpose of performing one or more governmental functions of Lessee consistent with the permissible scope of Lessee's authority; (iv) the estimated useful life of the Equipment based upon the manufacturer's representations and Lessee's projected needs is not less than the term of the Lease; (v) Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes as of the date of this Certificate; (vi) the Equipment is covered by insurance in the types and amounts required by the Lease; (vii) no default, Event of Default or Event of Nonappropriation, as those terms are defined in the Lease, and no event that with the giving of notice or lapse of time or both, would become a default, Event of Default or an Event of Nonappropriation, has occurred and is continuing on the date hereof, and (viii) sufficient funds have been appropriated by Lessee for the payment of all rental payments or other amounts due under the Lease during Lessee's current Fiscal Year. Based on the foregoing, the Escrow Agent is hereby authorized and directed to fund the acquisition of the Equipment set forth above by paying, or causing to be paid, the manufacturer(s)/vendor(s) the amounts set forth on the attached invoices from the Escrow Fund held under the Escrow Agreement in accordance with its terms. The following documents are attached hereto and made a part hereof: (a) Original Invoice(s) and (b) Copies of Certificate(s) of Ownership, designating Lessor as legal owner, and evidence of filing. [Remainder of page intentionally left blank] IF REQUEST IS FINAL REQUEST, CHECK HERE ❑. The undersigned hereby certifies that the items of Equipment described above, together with the items of Equipment described in and accepted by Certificates of Acceptance and Payment Requests previously filed by Lessee with Lessor constitute all of the Equipment subject to the Lease. Date: Approved: SIGNATURE PUBLIC FUNDING CORP., as Lessor CITY OF SANTA ANA, as Lessee By: By: Title: Schedule C: Collateralization Disclosure and Acknowledgement for Deposit of Public Moneys The undersigned acknowledges and agrees that all moneys belonging to the Lessee and Lessor and on deposit at Escrow Agent in excess of the FDIC insurance levels shall be collateralized by Escrow Agent by a Municipal Letter of Credit (MULOC) issued by the Federal Home Loan Bank of New York (FHLBNY). Lessee and Lessor represent and warrant that the foregoing FHLBNY MULOC is compliant with any applicable local, county, state or federal rule and regulations, including, without limitation, the CA: Local Agency Deposit Security Law and applicable California Government Code and Code of Regulations. IN WITNESS WHEREOF, the duly authorized parties have executed this Collateralization Disclosure and Acknowledgement for Deposit of Public Moneys as of the date first set forth below. LESSOR: SIGNATURE PUBLIC FUNDING CORP By: Donald S. Keough Senior Managing Director Date: ESCROW AGENT: SIGNATURE BANK By: By: LESSEE: CITY OF SANTA ANA l r „ By: Raul Godinez II City Manager Date: 4-`— 115 Name: Thomas Mooney Title: Group Director and Senior Vice President Name: Richard J. Carr Title: Associate Group Director and Vice President By: Name: William Mooney Title: Group Director and Senior Vice President Date: Schedule C: Collateralization Disclosure and Acknowledgement for Deposit of Public Moneys The undersigned acknowledges and agrees that all moneys belonging to the Lessee and Lessor and on deposit at Escrow Agent in excess of the FDIC insurance levels shall be collateralized by Escrow Agent by a Municipal Letter of Credit (MULOC) issued by the Federal Home Loan Bank of New York (FHLBNY). Lessee and Lessor represent and warrant that the foregoing FHLBNY MULOC is compliant with any applicable local, county, state or federal rule and regulations, including, without limitation, the CA: Local Agency Deposit Security Law and applicable California Government Code and Code of Regulations. IN WITNESS WHEREOF, the duly authorized parties have executed this Collateralization Disclosure and Acknowledgement for Deposit of Public Moneys as of the date first set forth below. LESSOR: SIGNATURE PUBLIC FUNDING CORP By: ( Donald S. Keough Senior Managing Director Date: ESCROW AGENT: SIGNA t GRE BAN By: Na Tho T tle: Gr . By: / LESSEE: CITY OF SANTA ANA By: Raul Godinez 11 City Manager Date: Senior Vice President J. Carr Group Director and Vice President MA038-G Information Return for Tax -Exempt Governmental Obligations ► Under Internal Revenue Code Section 149(e) OMB No. 1545-0720 (Rev, September 2011) ► See separate instructions. oepanment of the Treasury Cautlon;lf the issue price is under $100,000, use Form 9038 -GC. w.,. 16s„eeoe Asrvir•o _._—. _.__...- - _ _ _ _,___,. ,__._ � I -flepQrllrl�_MN611VI1e1l, -. _-- 2 Issuer's employer Identification number (EIN) 1 Issuer's name 958000785 City of Santa Ana 3a Name of person (other then Issuer) with whom the IRS may communicate about this return (see Instructions) 3b Telephone number of other person shown on 3a p street (or P.O. box 6 mall Isnot deliverRoohVsulto 4 Number to Street aedrass) a Report number fror IRS Use ON and IAed 3 1 1 20 QVIo Center Plaza 7 Date of issue S City, town, or past ends, giate, and ZIP coca April B 20.1_6_ anntpAna, CA __-.. -.- --"-- —� __-- s dUSIR number e Name of Issue None $7,052,002.00 Lease of Street L-I{�ht Pard ect ___ __ ---- fed Name and title of officer or other employee cf tbo Issuer whom the IBS may call for more Information (see -- — -- tOb employee esh w'umn on 1ger of aicer ar other Instruatlorts) 16 Ei,..AleAn Mtiflarrrgs_. Exaoutive Blreotor of Finance 714.847.5422 • Type of Issue (enter the issue rice), Sea the Instructions and attach schedule. 7,052,662 00 24 price Proceeds used for bond Issuance costs (Including underwriters' discount) . . 245 11 1i [Education, , . , , , 12 12 Health and hospital , . • • . • . • • 13 13 Transportation . , • • • • . . • • ' • • ' ' ' . . 14 14 Public safety . , . . . . . • . . . . . . . . . . . . • 15 15 Environment (Including sewage bonds) . . . . . • . . . . . . 7Pi 16 _ 16 Housing . . . . . . . , . . . . . . . . . • . . . . 17 7,052,662 — 17 Utilities . . . . . . . . . . . . . ' 18 18 Other. Describe ►19 0. ❑ 33 IfobligatlonsareTANSor FiANs, check only box 19a . • • • • • . El20 34 If obligatlons are BANS, cheDk only box 19b . . . . . . . . I► El G'nw Gnnarwnrk Reduction Act Notice, See Separate lnstructldrul• Cat. No. 53773s If obligations are in the form of a loans or Installment sale, check box . . . . . . -- (c) Stated redemption (d) Weighted (e) Yield (a) Final maturity date (b) Issue prim - price at maturity average maturity .A 7 nen aan nn d N/A - Lease8,62 Vears 22 23 Proceeds used for accrued interest issue of entire Issue (enter amount from line 21, column (b)) . . 7,052,662 00 24 price Proceeds used for bond Issuance costs (Including underwriters' discount) . . 245 25 Proceeds used for credit enhancement . . . . . . . . . . • 26 Proceeds allocated to reasonably required reserve or replacement fund . 26 4".- 27 Proceeds used to currently refund prior issues , . . . . . . . 27 28 Proceeds used to advance refund prior issues . . . . . . . . . 28 S,UOD 00 29 30 Total (add lines 24 through 28) . . . . . . . . . . . . . • Nonrefunding proceeds of the Issue (subtract line 29 from line 23 and enter amoun '8 7,047,662 00 Delscrlption of Refunded p_Complete this part onl for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to bo currently refunded, ► years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . i years 33 Fnter the last date on which the refunded bonds will be called (MM/DD/YYYY) • • . • . . 34 Enter the dates the refunded bonds were Issued ► MM(DD/Y - Form 8038-G (Rev, e-2011) G'nw Gnnarwnrk Reduction Act Notice, See Separate lnstructldrul• Cat. No. 53773s Form 8038-G (Rev. 0-201 39a C 3i 38a b 39 40 41a b 42 43 44 45a Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . , 35 Enter the amount of gross proceeds Invested or to be invested in a guaranteed investment contract (GIC) (see Instructions) . . . . . . . . . • . • . • • • . • 36a Enter the final maturity date of the GIC► Enter the name of the GIC provider 0 - Pooled Fooled financings: Enter the amount of the proceeds of this Issue that are to be used to make loans to other governmental units . . . . , • . . . . • . . . . . . . 37 If this Issue Is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information: Enter the date of the master pool obligatlon ► Enter the EIN of the issuer of the matter pool obligation ► Enter the name of the issuer of the master pool obligation ► If the issuer has designated the Issue under section 265(b)(3)(B)(i)(Ill) (small Issuer exception), check box ► D If the issuer has elected to pay a penalty In lieu of arbitrage rebate, check box . . . . . . . . . . . ► ❑ If the Issuer has Identified a hedge, check here ► ❑ and enter the following Information: Name of hedge provider Op Type of hedge M Term of hedge ► If the Issuer has superimegrated the hedge, check box . • , . • • . . • • • If the issuer has established written procedures to ensure that all nonqualified bonds a000rding to the requirements under the Code and Regulations (see Instructions), Check bo . . , ► of this issue are remediated If the Issuer has established written procedures to monitor the requirements of section 148, check box . . . . . if some portion of the proceeds was used to reimburse expenditures, check here I► ❑ and enter the amount of reimbursement . . . . • No Enter the date the official Intent was adopted ► 00 n ■ Under penalties of perjury, i declare that i have examined this return and accompanying schedules and statements, and to the beet of my knowledge Signature and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the Issuer's return information, as necessary to and process this return, to the person that/ have authorized above. Consent , \ / Francisco Gutlerrez,Exa.®Ireotar of Finance < 3 .>oa .anrmantat vt Date TvDe or orat name and title Paid Preparer Use only Check (Rov.9-2011) E596 5266 T6p0 OT60 9T2� CLOSING MEMORANDUM $7,052,662.00 LEASE OF APRIL 6, 2018 PURSUANT TO THAT EQUIPMENT LEASE -PURCHASE AGREEMENT AND EQUIPMENT SCHEDULE THERETO DATED APRIL 6, 2018 BETWEEN THE CITY OF SANTA ANA, AS LESSEE, AND HOLMAN CAPITAL CORPORATION, AS LESSOR Pre -Closing: Pre -Closing wilt be held at the Lessee's convenience, on or before April 6, 2018. All documents will be executed and three (3) blue ink originals will be overnighted to Donald S. Keough, Esquire, 600 Washington Avenue, Suite 305, Maryland 21204, for delivery no later than 9:00 am on the morning of April 6, 2018 and held in trust until such time as the wires and original documents are released by the Parties. Closing: (1) By wire transfer and pending receipt of original, executed Lease Documents, on the morning of April 6 2018, Signature Public Funding Corp. ("SPFC," as the Assignee of Holman Capital Corporation) is authorized by Lessee to transfer via wire transfer the Total Equipment Cost (as defined below) to the Vendor as follows: Bank Name: Signature Bank ABA Number: 026013576 Account Number: 1503106872 Account Name: City of Santa Ana Equipment Schedule 001 Attn: SPFC Lease No: -001 (2) By wire transfer and pending receipt of original, executed Lease Documents, on the morning of April 6, 2018, the SPFC is authorized by Lessee to transfer via wire transfer the Issuance Costs (as defined below) to Lessor, pursuant to the wire instructions as follows: Bank Name: Community Business Bank ABA Number: 121144191 Account Number: 201008281 Account Name: Holman Capital Comoration Counsel for each of the Parties will confirm by e-mail receipt of funds and then the release of all original documents held in trust, when such funds and/or documents are in the possession of each of the Parties. Sources and Uses of Funds: Principal Amount of Lease $ 7,052,662.00 TOTAL SOURCES $ 7,052,662.00 Total Equipment Cost: $ 7,047,662.00 Issuance Costs: $ 5,000.00 TOTAL LEASE PROCEEDS $7,052,662.00 Attest: r CITY RRauA P Nar "Raull Go inr II Title: City Manage