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Contracts & Agreements_19-2020
INDEX TO LEGAL DOCUMENTS BANK -QUALIFIED, APPROPRIATION -BASED, ESCROW FUNDED TAX-EXEMPT MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT DATED FEBRUARY 4, 2020 BY AND BETWEEN HOLMAN CAPITAL CORPORATION And CITY OF REDLANDS Lease Documents Tab 1 Master Equipment Lease -Purchase Agreement, Tab 2 Exhibit A — Payment Schedule, Tab 3 Exhibit A-1 — Notice and Acknowledgment of Assignment, Tab 4• Exhibit B-1 — Insurance Coverage Request, Tab 5 Exhibit B-2 — Self -Insurance Rider (if applicable), Tab 6 Exhibit C— Essential Use Certificate, Tab 7 Exhibit D—incumbency Certificate, Tab 8 Exhibit E — Opinion of Lessee's Counsel, Tab 9 Exhibit F — Bank Qualified Certificate, Tab 10 Exhibit G — Post Issuance Tax Compliance Procedures, Tab 11 Exhibit H-1 — Escrow Agreement, Exhibit H-2 — Internal Escrow Letters, Tab 12 Exhibit I - Resolution of Lessee, Tab 13 Exhibit J - UCC -1 Financing Statement with attached Schedule A (to be filed by the Investor), Tab 14 Exhibit K - Form 8038-G, Tab 15 Exhibit L - Closing Memorandum/Payment Proceeds Direction, and Assignment Documents (Lessor and Investor Only) Tab 16 Assignment Agreement with Schedule A thereto Holman Capital V\ HOLMAN CAPITAL CORPORATION 0 MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT 1 Agreement. Subject to the terms and conditions contained in this Master Equipment Lease -Purchase Agreement dated February 4, 2020 (this "Master Lease Agreement"), HOLMAN CAPITAL CORPORATION, as lessor ("Lessor"), whose mailing address is 25201 Paseo de Alicia, Suite 290, Laguna Hills, CA 92653, hereby purchases from and agrees to sell, transfer and lease back to the On, OF REDLANDS as lessee ("Lessee"), whose mailing address is 35 Cajon Street Suite 12, Redlands, CA 92374, 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, particularly, in each Payment Schedule to be issued under this Master Lease Agreement in the form attached hereto as Exhibit A (the "Payment Schedule") The Master Lease Agreement and each Payment Schedule issued hereunder shall constitute a separate "Lease " 2 Term The term of each Lease under a Payment Schedule issued under this Master Lease Agreement (the "Lease Term") begins as of the Commencement Date stated in the applicable Payment Schedule and shall continue so long as any amounts remain unpaid under that Payment Schedule Each 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 11 and the applicable Payment Schedule, (b) Lessor's election to terminate this Lease Agreement pursuant to Paragraph 17, (c) Lessee's option to terminate this Lease Agreement pursuant to Paragraph 4, and (d) the payment by Lessee of all sums required to be paid by Lessee under the applicable Payment Schedule 3 Escrow Agreement or Internal Escrow Letters On the Commencement Date for an applicable Payment Schedule, Lessor and Lessee shall enter into an escrow agreement (an "Escrow Agreement") dated the respective Commencement Date, between Lessor, Lessee, and the escrow agent specified in the particular Escrow Agreement in the form set forth in Exhibit H-1 hereto, relating to the escrow fund (an "Escrow Fund") created thereunder, or enter into an escrow in accordance with the Internal Escrow Letters set forth in Exhibit H-2 hereto On each Commencement Date, Lessor shall (a) deposit the amount specified in the applicable Escrow Agreement into the Escrow Fund to be held in escrow and applied upon the express terms and conditions of the Escrow Agreement for the acquisition of the equipment which shall be disbursed as provided for in the Closing Memorandum and/or Escrow Agreement applicable to the particular Payment Schedule, or (b) deposit such amount as is stated in the applicable Closing Memorandum and related Internal Escrow Letters 4 Rental Payments. Lessee agrees to pay the rental payments specified in the applicable Payment Schedule for the specified Lease Term in the amounts and on the dates identified in the Payment Schedule Payment of all rental payments and other amounts payable shall be made to Lessor at its above - stated address or as it shall otherwise designate in writing. As set forth in the applicable Payment Schedule, 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 Master Lease Agreement, Lessee may terminate this Lease, or any individual Payment Schedule, at the end of any fiscal year of Lessee (a "Fiscal Year") if sufficient funds are not appropriated by Lessee's governing body to pay rental payments and other amounts due under the Lease or any individual Payment Schedule 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 covenants, represents and warrants that (a) if a Payment Schedule is issued concurrently with this Master Lease Agreement, it has made sufficient appropriations or has other legally available funds to pay all rental payments due during the first Fiscal Year under that Payment Schedule; (b) the officer of I 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 under any Payment Schedule in the first Fiscal Year under that particular Payment Schedule and in each next succeeding Fiscal Year for the Lease Term, and (c) Lessee acknowledges that Lessor has relied upon these representations as an inducement to enter into this Master Lease Agreement If an Event of Nonappropriation shall occur, Lessee agrees, at Lessee's sole cost and expense, peaceably to deliver the corresponding Equipment under any Payment Schedule to Lessor at such location in the continental United States as is specified by Lessor, in the condition required by Paragraph 8 of this Lease Agreement, on or before the effective date of termination Lessee's obligation to pay rental payments and any additional amounts payable under any Payment Schedule 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 5 Essentiality. Subject to Paragraph 4 of this Lease Agreement, Lessee's present intention is to make rental payments for any Lease Term as long as it has sufficient appropriations or other legally available funds Lessee represents that, with respect hereto, (a) the use and operation of any Equipment to be leased under a Payment Schedule shall be essential to its proper, efficient, and economic governmental operation and (b) the functions performed by such 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 under any Payment Schedule On each Commencement Date, Lessee shall complete and provide Lessor a certificate in the form of Exhibit C 6 Disclaimer of Warranties LESSEE REPRESENTS AND AGREES THAT IT HAS SELECTED, OR WILL SELECT, THE EQUIPMENT PRIOR TO HAVING REQUESTED LESSOR TO FINANCE THE SAME LESSEE AGREES THAT LESSOR HAS NOT MADE ANY, AND MAKES 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 under any Payment Schedule, all rights and benefits that Lessor may have under any warranty, guaranty or the like that may be made with respect to any designated Equipment by the manufacturer, seller and/or supplier (collectively, the "Vendor") thereof 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 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 shall not in any manner be affected thereby, including (without limitation) Lessee's obligations to pay Lessor all rental payments and other amounts payable under any Payment Schedule Lessee has selected, and will select, 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 7 Delivery and Acceptance, Quiet Enjoyment. Lessee shall accept the Equipment for which disbursement is requested from any Escrow Fund, or monies held pursuant to any Internal Escrow Letters, 2 upon its delivery and authorizes Lessor to insert on each Payment Schedule 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 each Escrow Agreement or Internal Escrow Letters Regardless of whether Lessee has furnished a Certificate of Acceptance pursuant to this Paragraph 7, 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 Master Lease Agreement 8 Use of Equipment, Maintenance and Repairs. Lessee shall keep the Equipment within the State at the "Equipment Location" stated in the applicable Payment Schedule and Lessee shall not remove any of the Equipment therefrom without Lessor's prior written 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 damage to or reducing the value of the Equipment All alterations, additions, or improvements not readily removable shall become property of Lessor 9 Security Interest, Title to Equipment (a) The provisions of this Section 9(a) apply generally to all Equipment, regardless of the type, and to each Escrow Fund or deposit of proceeds in accordance with an Internal Escrow Letter (if any/applicable) To secure the performance of all of Lessee's obligations hereunder and under each Payment Schedule, 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 under each Payment Schedule and on any attachments, proceeds therefrom Lessee agrees to execute and deliver such additional documents, including, without limitation, opinions of counsel, financing statements, landlord -tenant or mortgagee waivers, notices and similar instruments, in form satisfactory to Lessor, that Lessor deems necessary or appropriate to establish and maintain its security interest in any Equipment or for the confirmation or perfection of Lessor's rights hereunder and under the applicable Payment Schedule 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 each Escrow Fund and all proceeds (cash and non-cash) thereof, or, as applicable, proceeds held pursuant to any Internal Escrow Letter, and agrees with respect thereto that Lessor shall have all the rights and remedies of a secured party under the applicable provisions of the Uniform Commercial Code as enacted in the applicable state 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 the premises 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 any 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 such 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, and will 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 Master Lease Agreement or any Payment Schedule pursuant to Paragraph 17 hereof or an Event of Nonappropriation occurs, all rights, title, and interests in the Equipment shall immediately vest in Lessor free and clear of any right, title or interest of Lessee Lessee, at its expense, will protect and defend Lessee's rights in the Equipment and Lessor's rights and interests therein and will 3 keep the Equipment free and clear from any and all claims, liens, encumbrances and legal processes of Lessee's creditors and other persons (c) Solely with respect to Equipment consisting of vehicles, the provisions of this Section 9(c) shall apply Lessee agrees to either cause the original registration to reflect Lessor or its assignee as legal owner of the Equipment or endorse the certificate of ownership to show Lessor or its assignee as legal owner (as required by Section 6301 of the California Vehicle Code) Lessee agrees to execute and deliver such additional documents, including, without limitation, opinions of counsel, MSOs/Certificates of Origin, Title Applications, notices and similar instruments, in form satisfactory to Lessor, that Lessor deems necessary or appropriate to establish and maintain its security interest in such Equipment or for the confirmation or perfection of Lessor's rights hereunder and under the applicable Payment Schedule During any Lease Term, Lessee shall be the owner (as defined in Section 460 of the California Vehicle Code) of the Equipment entitled to use and possession of such Equipment, subject to the rights of Lessor hereunder, which is the legal owner (as defined in Section 370 of the California Vehicle Code) of the Equipment If Lessor terminates this Lease Agreement pursuant to Paragraph 17 hereof or an Event of Nonappropriation occurs, all rights, title, and interests in the specified Equipment shall immediately vest in Lessor free and clear of any right, title or interest of Lessee 10 Personal Property The Equipment shall be and remain personal property notwithstanding the manner in which it may be attached or affixed to realty Lessee covenants that, unless Lessee owns the premises in which the Equipment is to be located and such premises are not subject to any mortgage or lease At Lessor's request, Lessee shall provide Lessor with a waiver from each landlord and/or mortgagee of the premises in which any Equipment is to be located of any rights that such landlord and/or mortgagee may have in respect of any of that Equipment 11 Purchase of Equipment by Lessee, Prepayment At the option of Lessee, and provided that no Event of Default has occurred and is continuing hereunder, Lessor's interest in all, but not less than all, of the Equipment described in a particular Payment Schedule will be transferred, conveyed and assigned to Lessee, and this Lease shall terminate (a) upon payment in full of the rental payments and all other payments then due under that particular Payment Schedule, or (b) on any rental payment date under the particular Payment Schedule, 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 on such date, an amount equal to the concluding payment (the "Concluding Payment") shown for such rental payment date in the particular Payment Schedule Lessee shall not have the option to purchase any Equipment as provided in the foregoing clause (b) on any rental payment date for which a Concluding Payment is not stated in the applicable Payment Schedule 12 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 any 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 and under any Payment Schedule because of any such occurrence If (a) the Equipment or any portion thereof 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 applicable 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 and sole discretion, either complete the work or pay the then applicable 4 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 13 Insurance. (a) Insurance Policies if Lessee is not self-insured (as hereafter provided), Lessee shall, at its expense, keep all 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 under the applicable Payment Schedule for the Equipment listed on that Payment Schedule, and (b) the full replacement cost of that 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 Lessor's 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 under the applicable Payment Schedule 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 and its successors and/or assigns as "loss payee," and all such liability insurance shall name Lessor and its successors and/or assigns as an "additional insured " Lessee shall pay the premiums for such insurance and deliver to Lessor a certification in the form of Exhibit B-1 and satisfactory evidence of the insurance coverage required hereunder on or before the Commencement Date of the applicable Payment Schedule, but in no event later than the date on which an Acceptance Certificate is executed with respect to any Equipment 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 (including any self-insured retentions and deductibles or participation in a risk pool) with respect to equipment such as the Equipment, the Equipment will be self-insured under an actuarially sound self-insurance program that is subject to Lessor's prior written consent and approval If the Lessee shall maintain during the Lease Term under the applicable Payment Schedule such actuarially sound self-insurance program and in lieu of the coverage required under Section 13(a) hereunder, Lessee will, at all times, provide Lessor a certification in the form of Exhibit B-2 together with evidence of the self-insurance program in form and substance satisfactory to Lessor The approval of self-insurance, self-insured retentions, and deductibles are all subject to Lessor's approval and prior written consent, which shall be based on the Lessor's then current credit underwriting practices 14 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 under the applicable Payment Schedule, 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 and under the applicable Payment Schedule or to otherwise effectuate the intent of this Master Lease Agreement and the Lease 15 Indemnification (a) To the extent authorized by law, Lessee shall indemnify 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, 5 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 or under any Payment Schedule, 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 Master Lease Agreement or any Payment Schedule for any reason whatsoever However, Lessee shall not be obligated to indemnify Lessor from Claims arising from the actual, proven and proximate gross negligence, bad faith, fraud or willful misconduct of Lessor (b) Lessor's Indemnification of Lessee Lessor shall indemnify, defend, and hold harmless Lessee, its Governing Board, boards, commissions, officials, employees, and volunteers ("indemnitees") from and against any and all Claims arising from or in any manner connected to Lessor's willful misconduct or any grossly negligent act or omission, whether alleged or actual, regarding performance of services or work conducted or performed pursuant to this Master Lease Agreement or any Payment Schedule Lessor shall not be obligated to indemnify Indemnitees from Claims arising from the negligence or willful misconduct of Indemnitees 16 Assignment, Subleasing. LESSEE SHALL NOT ASSIGN, PLEDGE, MORTGAGE, SUBLET OR OTHERWISE TRANSFER OR ENCUMBER ANY OF ITS RIGHTS UNDER THIS MASTER LEASE AGREEMENT OR ANY PAYMENT SCHEDULE, ANY ESCROW AGREEMENT (INCLUDING ANY ESCROW FUND CREATED THEREUNDER), OR ANY INTERNAL ESCROW LETTER, OR IN THE EQUIPMENT OR ANY PART THEREOF, NOR PERMIT ITS USE BY ANYONE OTHER THAN LESSEE AND ITS REGULAR EMPLOYEES, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, WHICH MAY BE WITHHELD OR CONDITIONED IN LESSOR'S SOLE DISCRETION 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 any Equipment, this Master Lease Agreement, any Payment Schedule and any Escrow Agreement (including any Escrow Fund created thereunder) or Internal Escrow Letter, including, but not limited to, Lessor's rights to receive the rental payments under the applicable Payment Schedule 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 timely 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, 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 A-1 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 17 Events of Default, Remedies Each of the following events constitutes an "Event of Default" hereunder (a) Lessee fails to pay in full the rental payment due under any Payment Schedule on any date upon which such rental payment is due, (b) Lessee fails to comply with any other agreement or covenant of Lessee hereunder or under any Payment Schedule 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, (c) Lessee institutes any proceedings under any bankruptcy, insolvency, reorganization or similar law or a 6 receiver or similar officer is appointed for Lessee or any of its property, (d) any warranty, representation or statement made in writing by or on behalf of Lessee in connection herewith or in connection with any Payment Schedule is found to be incorrect or misleading in any material respect on the date made, (e) actual or attempted sale, lease or encumbrance of any of the Equipment or the making of any levy, seizure or attachment thereof or thereon, or (f) 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 such other agreement immediately upon the occurrence of an Event of Default hereunder, Lessor may terminate this Master Lease Agreement, the applicable Payment Schedule, the Lease, or Lessee's rights hereunder and in any such event repossess the applicable Equipment, which Lessee hereby agrees, at its expense, to surrender promptly to Lessor at such location in the continental United States as Lessor shall direct If Lessor is entitled to repossess the Equipment under any provision of this Master Lease Agreement, Lessee shall permit Lessor or its agents to enter the premises where the Equipment is then located In the event of any such repossession, 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 to which the Equipment may have become subject Upon repossession, 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 immediately (a) repair and restore the Equipment to the same condition in which it was received by Lessee (reasonable wear and tear excepted) or (b) pay to Lessor the reasonable costs of such repair and restoration If Lessor sells or otherwise liquidates the Equipment following an Event of Default or an Event of Nonappropriation as herein provided and realizes net proceeds (after payment of costs) in excess of total rental payments for such Equipment that would have been paid during the applicable Lease Term plus any other amounts then due or to become due hereunder, Lessor shall promptly pay the amount of any such excess to Lessee If Lessor terminates this Master Lease Agreement, any Payment Schedule and/or the Lease under this Paragraph 17 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 and (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 to recover possession of the Equipment Lessor shall also be entitled to exercise any or all remedies available to a secured party under the applicable provisions of the Uniform Commercial Code as enacted in the applicable state, 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 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 18 Late Payments. Whenever any rental payment or other amount payable to Lessor by Lessee under any Payment Schedule is not paid within ten (10) days of the regularly scheduled due date (or if not a regularly scheduled due date, then the due date specified in an undisputed invoice), Lessee agrees to pay Lessor a late charge on the delinquent amount at the rate of 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 hereunder or as a result of the exercise of any of the remedies herein provided 7 19 Rental Payments to Be Unconditional Except as expressly set forth in this Master Lease Agreement (including Paragraph 4), Lessee agrees that as of the Commencement Date of any Payment Schedule, Lessee's obligations under the Lease 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, Toss, damage, destruction, obsolescence, failure of or delay in delivery or failure of the Equipment to operate properly 20 Tax Covenants Lessee agrees that it will not take any action that would cause the interest component of rental payments under any Payment Schedule to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes, nor will it omit to take or cause to be taken, in a timely manner, any action or omission which would cause the interest component of rental payments under any Payment Schedule to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes Lessee agrees, for each Payment Schedule, to (a) execute and deliver to Lessor, upon Lessor's request, a tax certificate and agreement 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 under the applicable Payment Schedule 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 any Escrow Fund or proceeds held under any Internal Escrow Letter 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 Any tax certificate or agreement executed pursuant hereto shall be fully incorporated by reference herein Lessee represents that neither Lessee nor any agency or unit of Lessee has, or will have, 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 described in any Payment Schedule 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 under any Payment Schedule Lessor and Lessee certify that, so long as any rental payments hereunder remain unpaid, moneys on deposit in the Escrow Fund or held under any Internal Escrow Letter will not be used in a manner that will cause any Payment Schedule to be classified as an "arbitrage bond" within the meaning of Section 148(a) of the Code If Lessor either (i) receives notice, in any form, from the Internal Revenue Service or (ii) reasonably determines, based on an opinion of nationally recognized independent tax counsel selected by Lessor, that Lessor may not exclude any Interest paid under any Lease from its Federal gross income (each an "Event of Taxability"), the Lessee shall pay to Lessor upon demand (x) an amount which, with respect to Rental Payments previously paid under the Lease and taking into account ail 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 after-tax yield (assuming tax at the highest marginal tax rate and taking into account the time of receipt of such 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 after-tax yield to Lessor It is Lessor's and Lessee's intention that this Lease and the Payment Schedules issued under this Master 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 21 Lessee Representations, Warranties and Covenants Lessee hereby represents and warrants to and agrees with Lessor that 8 (a) Lessee is a political subdivision of the State of California, within the meaning of Section 103(c) of the 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 to enter into the transactions contemplated by this Lease, any Payment Schedule and any Escrow Agreement and has been duly authorized to execute and deliver this Lease, all Payment Schedules and all Escrow Agreements and to carry out its obligations hereunder and thereunder Lessee has provided 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, all Payment Schedules and Escrow Agreements or internal Escrow Letters and all documents contemplated hereby and thereby, including the delegation by Lessee's Governing Board to a designated officer to execute on Lessee's behalf all future Payment Schedules Lessee has provided to Lessor a full, true, and correct copy of an Incumbency Certificate in substantially the form attached as Exhibit D hereto relating to the authority of the officers who have executed and delivered this Master Lease Agreement and who will execute and deliver this Master Lease Agreement on behalf of Lessee Lessee will provide in the future similar Incumbency Certificates with respect to each Payment Schedule and Escrow Agreement or Internal Escrow Letter and all documents in connection therewith on behalf of Lessee (c) All requirements have been met and procedures have occurred in order to ensure the enforceability of this Master Lease Agreement, any Payment Schedule and any Escrow Agreement or Internal Escrow Letter, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this Master Lease Agreement, any Payment Schedule and any Escrow Agreement or Internal Escrow Letter (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 Master Lease Agreement, any Payment Schedule and any Escrow Agreement or Internal Escrow Letter, 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 Master Lease Agreement, any Payment Schedule or any Escrow Agreement or Internal Escrow Letter, 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 Master Lease Agreement, any Payment Schedule or any Escrow Agreement or Internal Escrow Letter All authorizations, consents, and approvals of governmental bodies or agencies required in connection with the execution and delivery by Lessee of this Master Lease Agreement or in connection with the carrying out by Lessee of its obligations hereunder, including the subsequent execution of any Payment Schedule, have been obtained (f) The payment of the rental payments or any portion thereof hereunder is not (under the terms of this Master Lease Agreement and any Payment Schedule) directly or indirectly (i) 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 (n) 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 Lessee has not entered into any management or other service contract with respect to the use and operation of the Equipment 9 (g) The entering into and performance of this Master Lease Agreement, the Lease, and the Escrow Agreement or any Internal Escrow Letter 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 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 Master Lease Agreement is its true, correct, and complete legal name (i) The useful life of any Equipment will not be less than the Lease Term of the Payment Schedule applicable to any such Equipment (1) Lessee has entered into this Lease, and will enter into each Payment Schedule, 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 from the applicable Escrow Fund, or pursuant to direction provided in any Internal Escrow Letter, to the Vendor, 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 (k) The application, statements, and credit or financial information submitted by it to Lessor are true and correct and made to induce Lessor to enter into this Master Lease Agreement, any Payment Schedules and any Escrow Agreements or Internal Escrow Letters (l) For so long as this Master Lease Agreement remains in effect, Lessee shall (i) provide Lessor, no later than ten days 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 any current 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 each Commencement Date, Lessee shall cause to be executed and delivered to Lessor an Opinion of Lessee's Counsel for each Payment Schedule in substantially the form attached as Exhibit E hereto (n) Lessee shall pay the excess (if any) of the actual costs of acquiring the Equipment hereunder over the amount deposited by Lessor in any Escrow Fund and interest earnings thereon, or over the monies held pursuant to any Internal Escrow Letter (o) Lessee has experienced no material change in its financial condition since the date of its last prepared financial statements, which was June 30, 2018 (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 from its financial, legal and other advisors (and not Lessor) to the extent that Lessee desired to obtain such advice 22 Execution in Counterparts; Chattel Paper This Master Lease Agreement and any Payment Schedule 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 of this Master 10 Lease Agreement and of any Payment Schedule shall constitute chattel paper for purposes of the applicable Uniform Commercial Code 23 Applicable Law This Master Lease Agreement and each Payment Schedule shall be governed by and construed under the laws of the State of California 24 Binding Effect, Severability, Survival This Master Lease Agreement and each Payment Schedule entered into hereunder 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 Master 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 25 Miscellaneous Provisions Any notice to a party hereunder shall be deemed given when mailed to that party by certified mail, return receipt requested, or by overnight delivery by a nationally recognized overnight courier, at its address set forth herein or such other address as either may designate for itself in such notice to the other This Master Lease Agreement, any Payment Schedule and any Escrow Agreement, or, as applicable, any internal Escrow Letter, 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 effectuate 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 of page intentionally left blank] 11 THE UNDERSIGNED HEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS AS SET FORTH IN THIS EQUIPMENT MASTER LEASE -PURCHASE AGREEMENT HOLMAN CAPITAL CORPORATION, Lessor CITY OF REDLANDS, Lessee By Name. Lance S. Holman Name. Paul W. Foster Title. President & CEO Title: Mayor Counterpart No _ of two manually executed and serially numbered counterparts To the extent that this Lease Agreement constitutes chattel paper (as defined in the applicable provisions of the Uniform Commercial Code as enacted in the applicable state), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No 1 12 THE UNDERSIGNED HEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS AS SET FORTH IN THIS EQUIPMENT MASTER LEASE -PURCHASE AGREEMENT HOLM • ' ITAL CORPORATION, Lessor ^1141, Title: President & CEO Title Mayor Lance 5 Holman CITY OF REDLANDS, Lessee By. Name: Paul W Foster Counterpart No — of two manually executed and serially numbered counterparts To the extent that this Lease Agreement constitutes chattel paper (as defined in the applicable provisions of the Uniform Commercial Code as enacted in the applicable state), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No 1 12 EXHIBITA PAYMENT SCHEDULE NO. 1 TO MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT DATED FEBRUARY 4, 2020 1 DESCRIPTION OF THE EQUIPMENT Type 111 Wildland Fire Truck purchased pursuant to that certain Agreement with the City of Redlands and Boise Mobile Equipment, Inc (the "Vendor") and financed by this Payment Schedule dated February 10, 2020 to that certain Master Equipment Lease -Purchase Agreement dated February 4, 2020 by and between Holman Capital Corporation and City of Redlands, including, without limitation, the following Description Quantity Unit Cost Total Cost Type 111 Wildlands Fire Truck 1 $ 355,878 85 Holman Capital Documentation Fee Net Financing Amount $ 355,878 85 $ 5,000 00 $ 360,878 85 together with all accessories, attachments, substitutions and accessions 2 EQUIPMENT LOCATION 35 Cajon Street, Suite 12, Redlands, CA 92373 3 RENTAL PAYMENT SCHEDULE The rental payments shall be made for the Equipment as follows Payment Number 0 1 2 3 4 5 6 Total Rental Date Payment Due 2/10/2020 8/10/2020 2/10/2021 8/10/2021 2/10/2022 8/10/2022 2/10/2023 Interest Component Principal Concluding Compent Payment 63,397 28 63,397 28 63,397 28 63,397 28 63,397 28 63,397 28 5,503 40 4,620 52 3,724 18 2,814 16 1,890 27 952 3 57,893 88 $ 312,074 52 58,776 76 $ 251,534 46 59,673 10 $ 190,071 16 60,583 12 $ 127 670 55 61,507 01 $ 64,318 33 62 444 98 $ Grand Totals 380,383 68 19,504.83 360,878 85 * Assumes that all rental payments and additional rentals due on and prior to that date have been paid 4 INTEREST RATE 3 05% 5 COMMENCEMENT DATE FEBRUARY 10, 2020 6 SCHEDULED LEASE TERM 3 Years 7 Lessee's current Fiscal Year extends from July 1, 2019 8 The terms and provisions of the Master Equipment Lease -Purchase Agreement described above are hereby incorporated into this Payment Schedule by reference and made a part hereof 9 Lessee hereby consents to the assignment by the Lessor of its rights under this Payment Schedule, which rights are evidenced by the Assignment Agreement entered into concurrently with this Payment Schedule 10 Lessee hereby represents, warrants, and covenants that (i) its representations, warranties, and covenants set forth in the Master Equipment Lease -Purchase Agreement (particularly Paragraph 21 thereof) are true and correct as though made on the date of execution of this Schedule, and (n) sufficient funds have been appropriated by Lessee for the payment of all rental payments due under this Payment Schedule during Lessee's current Fiscal Year 11 Interest, if any, accruing from the Commencement Date hereof to the actual date of funding shall be retained by Lessor as additional consideration for entering into this Schedule 12 The following exhibits are incorporated into this Payment Schedule by this reference Exhibit A 1 — Notice and Acknowledgment of Assignment, Exhibit B-1 — Insurance Coverage Request or, as applicable, Exhibit B-2 — Self -Insurance Rider, Exhibit C— Essential Use Certificate, Exhibit D - Incumbency Certificate, Exhibit E — Opinion of Lessee's Counsel, Exhibit F — Bank Qualified Certificate, Exhibit G — Post -Issuance Tax Compliance Procedures, Exhibit H-2 — Internal Escrow Letters, Exhibit I — Resolution of Lessee, Exhibit J — UCC -1 Financing Statement, Exhibit K — Form 8038 G, and Exhibit L — Closing Memorandum. CITY OF REDLANDS HOLMAN CAPITAL CORPORATION, as Lessee as Lessor By s�SC By Name. Paul W. Foster Name: Lance S. Holman Title Mayor Title President & CEO Counterpart No _ of two manually executed and serially numbered counterparts To the extent that this Schedule constitutes chattel paper (as defined in the applicable provisions of the Uniform Commercial Code as enacted in the applicable state), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No A-2 12 The following exhibits are incorporated into this Payment Schedule by this reference Exhibit A-1 — Notice and Acknowledgment of Assignment, Exhibit B-1 — Insurance Coverage Request or, as applicable, Exhibit B-2 — Self -Insurance Rider, Exhibit C — Essential Use Certificate, Exhibit D - Incumbency Certificate; Exhibit E — Opinion of Lessee's Counsel, Exhibit F — Bank Qualified Certificate, Exhibit G — Post -Issuance Tax Compliance Procedures; Exhibit H-2 — Internal Escrow Letters; Exhibit 1— Resolution of Lessee, Exhibit J — UCC -1 Financing Statement, Exhibit K — Form 8038-G; and Exhibit L — Closing Memorandum CITY OF REDLANDS HOLMAN CAPITAL CORPORATION, as Lessee as Lesso By Name Paul W. Foster Title Mayor Lance 5 Holman 7i e: President & CEO Counterpart No. _ of two manually executed and serially numbered counterparts To the extent that this Schedule constitutes chattel paper (as defined in the applicable provisions of the Uniform Commercial Code as enacted in the applicable state), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No A-2 EXHIBIT A-1 NOTICE AND ACKNOWLEDGEMENT OF SALE OF RENTAL PAYMENTS AND ASSIGNMENT OF PAYMENT SCHEDULE NO. 1 Holman Capital Corporation ("Lessor") and the City of Redlands ("Lessee") have entered into a Master Equipment Lease -Purchase Agreement dated February 4, 2020 (the "Master Lease Agreement") and Payment Schedule No 1 issued thereunder, under which Lessee has, or will have prior to its execution hereof, leased equipment (the "Equipment") described in that Payment Schedule Lessee is hereby notified that Lessor has assigned its right, title, and interest in and to the attached Payment Schedule No 1, the leased Equipment, and the rental payments as permitted by that Payment Schedule No 1 in accordance with the Master Lease Agreement Lessee is hereby directed to pay any and all rental payments and other amounts due under the attached Payment Schedule No 1 to Santander Bank, N A and/or its affiliates, as Lessor's assignee (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 Lessee will also direct any and all correspondence, notice and servicing requests to the Assignee at the following address Santander Bank, N A Mail Code NY1 —0101 3 Huntington Quadrangle, Suite 101N Melville, NY 11747 By signing this Notice and Acknowledgment, Lessee agrees that it will pay all amounts due under the attached Payment Schedule No 1 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 that Payment Schedule No 1 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 assumed any of Lessor's obligations or duties under the Master Lease Agreement or related Payment Schedule No. 1, or made any warranties whatsoever as to the Master Lease Agreement, that Payment Schedule No 1 or the Equipment Lessee agrees that no change may be made to the Master Lease Agreement or attached Payment Schedule No 1 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 February 10, 2020 CITY OF REDLANDS, as Lessee By A-1-1 Name Paul W Foster Title, Mayor EXHIBIT B-1 INSURANCE CERTIFICATION (complete only if Lessee is not self-insured] Holman Capital Corporation 25201 Paseo de Alicia, Suite 290 Laguna Hills, CA 92653 February 10, 2020 Re Payment Schedule No lunder Master Equipment Lease -Purchase Agreement dated February 4, 2020 In connection with the above -referenced Payment Schedule No 1 and Master Lease Agreement, City of Redlands, 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 Andrea Ferry ARM Address Alliant Specialty Group, 100 Pine , 11th Floor, San Francisco, CA 94111 Phone (415) 403-1400 to issue Liability Insurance Lessee is required to maintain public liability insurance, personal X injury and property damage with policy limits of $1,340,879 The policy should be endorsed to name Santander Bank, N A. (the assignee of Holman Capital Corporation) as an additional insured Casualty Insurance Lessee is required to maintain all risk extended coverage, X malicious mischief and vandalism insurance for the Equipment described in the above -referenced Payment Schedule in an amount not less than the greater of $1,360,879 or the full replacement cost of the Equipment Such insurance shall be endorsed to name Santander Bank, N A as a co -loss payee with respect to such Equipment The required insurance should also be endorsed to give Santander Bank, N A 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 Santander Bank, N A 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 Santander Bank, N.A prior to and/or commensurate with the later of the Commencement Date of the attached Payment Schedule No 1 or the delivery and acceptance of the Equipment Very truly yours, CITY OF REDLANDS, as Lessee By. B-1 l Na- m- e Paul W Foster Title. Mayor MANAGEMENT SERVICES DEPARTMENT Human Resources/Risk Management Division February 5, 2020 Holman Capital 25201 Paseo de Alicia, Suite 290 Laguna Hills, CA 92653 City of REDLANDS Incorporated 1 888 35 Cajon Street, Suite 10 P 0 Box 3005, Redlands, CA 92373 909-798-7514 RE Letter of Notice - Maintenance of Self -Insured Retention Dear Holman Capital CHARLES DUGGAN JR City TovrvtiNG,PHR AssistantDitectcr.11RRt4zMar, t>ax This letter is being issued to provide notice that the City of Redlands is self-insured and maintains the following insurance coverage and limits Excess General Liability Self -Insured Retention Amount. $500,000 Liability Limit $5,000 000 Policy# EIA PE 19 EL -112 Effective Date. 07-01-19 to 07-01-20 Carrier. CSAC Excess Insurance Authority Auto Liability is not carried by the City, but coverage is provided via the General Liability for the actions of City employees while utilizing any vehicle during the course of their work- related activities Workers' Compensation Liability Self -Insured Retention Amount $1,000,000 Max Liability Limit Per Occurrence $25 000 000 Policy# SP 4060661 Effective Date. 07-01-19 to 07-01-20 Carrier Safety National Casualty Corporation Should you require further information regarding City insurance policies please contact my office at 909-798-7514 x 1792 Sincerely Myletta Til m Risk/Safety Specialist City of Redlands mtillman@citvofredlands.ora Accomb L ------EVIDENCE OF PROPERTY INSURANCE DATE {MMlDD/YYYY) 214,2020 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE 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 THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE ADDITIONAL INTEREST AGENCY PHONE RIC. No, Ext COMPANY Various Per Attached Schedule Alliant Insurance Services Inc 100 Pine Street, llth floor San Francisco CA 94111 FAX No). 415 874-4811 ADDREss. aferry@alliant.com CODE SUB CODE. AGENCY CUSTOMER ID #, INSURED City of Redlands 35 Cajon Street Redlands CA 92373 LOAN NUMBER POLICY NUMBER 017471589/06 EFFECTIVE DATE 07/01/2019 EXPIRATION DATE 07/01/2020 CONTINUED UNTIL TERMINATED IF CHECKED THIS REPLACES PRIOR EVIDENCE DATED' PROPERTY INFORMATION LOCATION/DESCRIPTION THE POLICIES OF INSURANCE LISTED BELOW 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 MAY BE 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 COVERAGE INFORMATION PERILS INSURED BASIC BROAD 1 X I COVERAGE 1 PERILS/FORMS AMOUNT OF INSURANCE DEDUCTIBLE All Risk of Direct Physical Loss or Damage including Flood and Earthquake Flood and Earthquake are included with separate sublimits Coverage includes Real & Personal Property, Rental Income including Bond Revenue requirements Business Interruption Extra Expense and Boiler & Machinery included in the APIP Manuscript Policy Form Repair or Replacement Cost Valuation $100,000,000 Aggregate Primary Terrorism limit shared by all Members in decs 1 14, 18-22 25 30 and 32 34 combined Subject to Policy Terms Conditions and Exclusions $25,000,000 $10,000 REMARKS (including Special Conditions) Santander Bank, N.A is named as co loss payee and with respect to the Payment Schedule No 1 under Master Equipment Lease Purchase Agreement dated January 24, 2020 For lease of equipment total valued at $1 340 879 00 Please see the attached loss payable endorsement Subject to policy terms, conditions and exclusions 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 Santander Bank, N.A. Loan Servicing Department Mail Code NY1 Ml_ 0101 3 Huntington Quadrangle, Suite 101N Melville NY 11747 ADDITIONAL INSURED MORTGAGEE LENDER'S LOSS PAYABLE LOSS PAYEE X CO -LOSS PAYEE LOAN # AUTHORIZED REPRESENTATIVE ACORD 27 (2016/03) ©1993-2015 ACORD CORPORATION All rights reserved The ACORD name and logo are registered marks of ACORD Declaration # 4 CITIES 4 ALLIANT INSURANCE SERVICES, INC Declaration # 4 - CITIES 4 (275M Carriers) ALLIANT PROPERTY INSURANCE PROGRAM Effective July 1, 2019 to July 1, 2020 SCHEDULE OF CARRIERS Declaration # 4 CITIES 4 Participation "6, Participation S 1 nmpaoi Earthquake, Flood, B&M, Terrorism, Cyber, & Pollution limits listed below apply to Named Insureds who purchase coverage. Percentages are approximate and participation will not exceed the All Risk Limit purchased by Named Insured 5 2,500,000 (for 55%) Per Occurrence all Named Insureds over all Declarations combined All Risk including EQ & FL, 'Mending B&M 55,0000% $ 1,375,000 Lexington Insurance Company 55,11111111".. 1.375.0011 017471589/06 (Insurance) 017471590/06 Reinsurance) 5 25,000,000 (for 35%) Per Occurrence/Per Declaration All Risk including EQ Si FL, Inleuding B&M 35.0000% $ 8,750,000 Lexington Insurance Company 38412453 (Insurance) 35.(1[I011'.., 38412454 (Reinsurance) N.-511,11011 $ 25,000,000 (for 10%) Per Occurrence/Per Declaration All Risk including EQ & FL, [Wending B&M 10.0000% $ 2,500 000 Lexington Insurance Company 38412468 (Insurance) 38412469 (Reinsuracne 11I,1III1N1'1 2, 51111,111111 $ 22,500,000 To pay the difference between 525,000,000 (100%) per occurrence/ per Declaration and 52,500,000 (for 100%) per occurrence, all Members over all Declarations combined Subject to an annual aggregate which is adjustable based on the actual premium on file with Alliant Insurance Services, Inc All Risk Including EQ & FL Including B&M 2.5000% $ 562,500 Aspen Specialty Insurance Company 4.0000% $ 900 000 Underwriters at Lloyds Lloyds Syndicate 4444CNP 3,0000% $ 675,000 One Beacon -Homeland Insurance Company of New York 7 5000% $ 1,687,500 Hallmark S.-cial Insurance Co. PX006CP19 P.11900131 798000226 73PRX19A189 7.Ulppl", X'-5.111111 $ 17,500,000 Difference between 520,000,000 (100%) per occurrence) per Declaration and 52,500,000 (for 100%) per occurrence, all Members over all Declarations combined Subject to an annual aggregate which is adjustable based on the actual premium on file with Alliant Insurance Serices, Inc All Risk Including EQ & FL Including B&M 38.0000% $ 33,110110% ti 6,L511,lalU 5 6,650 000 Underwriters at Lloyds Lloyd's Syndicate 1414 ASC Lloyd's Syndicate 0510 KLN, Lloyd's Syndicate 1861 ATL, Lloyd's Syndicate 0318 MSP, Lloyds Syndicate 3268 AGR XL Catlin Insurance Company UK Ltd Lloyd's S dicate 1183 TAL PJ193647 5,000,000 Excess of the difference between 520,000,000 (100%) per occurrence/ per Declaration and 52,500,000 (for 100%) per occurrence, all Members over all Declarations combined Subject to an annual aggregate which is adjustable based on the actual premium on file with Alliant Insurance Services, Inc. All Risk Including EQ & FL Including B&M 38.0000% $ 1,900,000 Endurance Worldwide Insurance ltd/as Som•o International PJ1900129 38,110iHrL, • 1.'fundluu S 50,000,000 To pay the difference between 550,000,000 (for 35%) per occurrence! per Declaration and 525,000,000 (for 35%) per occurrence, all Members over all Declarations combined Subject to an annual aggregate which is adjustable based on the actual premium on file with Alliant Insurance Services, Inc All Risk Including EQ & FL Including B&M 35.0000% $ 17,500,000 Lexin: on Insurance Com an 35,11111111`%. ' 011660424/06 nsurance 1-.500,11110 $ 25,000,000 Annual aj rreeate of 5150,000,000. All Risk Including EQ & FL Including B&M 6.0000% $ 1,500,000 Aspen Insurance UK Ltd 2.0000% 5 500,000 [ronshore Specialty Insurance Company 2.0000% 5 500,000 Underwriters at Llo ds Llo d's S ndicate 1200 AMA PRAGET719 003661401 PJ1900124 1 ll,I II II111 \ 2,51111,IHsi Declaration # 4 CITIES 4 ALLIANT INSURANCE SERVICES, INC Declaration # 4 CITIES 4 (275M Carriers) ALLIANT PROPERTY INSURANCE PROGRAM Effective duly 1, 2019 to July 1, 2020 SCHEDULE OF CARRIERS Declaration # 4 - CITIES 4 Par I'articipaliun ti [ nutpao} Polk) k Earthquake, Flood, B&M Terrorism Cyber & Pollution limits listed below apply to Named Insureds who purchase coverage. Percentages are approximate and participation will not exceed the All Risk Limit purchased by Named Insured $ 25,000,000 Excess 525,000,000 All Risk Including EQ & FL and B&M 32.5000% $ 8 125,000 Underwriters at Lloyds-Syndicate;Lloyd's Syndicate 1414 ASC Lloyd's P1192696 Syndicate 0510 KLN Lloyd's Syndicate 1861 ATL Lloyd's Syndicate 0318 MSP, Lloyd's Syndicate 1225 AES, Lloyd's Syndicate 1969 APL Lloyd's Syndicate 2987 BRT Lloyd's Syndicate 1274 AUL 2.5000% $ 625,000 Endurance Worldwide Insurance Ltd/ as Sompo International PJ193296 2.5000% $ 625,000 Brit Global Specialty London Syndicates 2987 & 2988 (excluding B&M) PD -10359-05 5.0000% $ 1250,000 HallmarkSs cial Insurance Corn .an (excludin.B&M 73PRX19A184 42,-; iii" $ 100,000,000 Excess of $25,000,000 All Risk Including EQ & Flood and B& A'1 7.5000% $ 15.0000% $ 7,500,000 (ronshore Europe DAC (London Branch) 15,000,000 Evanston Ins Co (15% po $25M xs $25M EQ at locations in CA excluding MKLV 14XP012447 B&M) P31900142 11.5000..„ h -2,-;1111J11111 $ 50,000,000 Excess of $50,000,000 All Risk Including EQ & FL and B&M 9.0000% $ 2.0000% $ 15.0000% $ 4,500,000 Underwriters at Lloyds Syndicate 609 (AUW) 1 000,000 Underwriters at Lloyds Syndicate 2987 (BRT) 7,500,000 [ronshore Specialty Insurance Company (excluding EQ at locations in CA and B&M P31900119 P3193297 000517210 2101111111". ti 1.i.1111U.IIIIIt $ 75,000,000 Excess of $50,000,000 All Risk Including EQ & FL 2.5000% $ 1 875,000 Underwriters at Lloyds Syndicates ASC 1414 4.0000% $ 3,000,000 Lexington Insurance Company 4.0835% $ 3 062,625 RSUI - Landmark American Insurance Company (excluding EQ at locations in CA and B&M) 7 5000% 5 5 625 000 Hallmark Specialty Insurance Company (excluding EQ at locations in CA, WA and OR and B&M) 13.3330% $ 9 999,750 Arch Specialty Insurance Company (excluding EQ at locations in CA and B&M) 5.0835% $ 3,812,625 Everest lndenuu lnsurance Com an exc[udin_ B&M) 31..5111111•'.. S 150,000,000 Excess of $50,000,000 All Risk Including EQ & FL, excluding B&M P3192696 38412470 LHD424616 73PRX19A187 ESP7301407-05 CA3X001438 191 15.0000% $ 22,500,000 Lexington lnsurance Company 38412462 (Insurance) 38412463 (Reinsurance) 15.1Into';, ti _21.500.11110 $ 25,000,000 Excess of $100,000,000 All Risk Including EQ & FL, excluding B&M 21 0000% $ 5,250,000 Endurance Worldwide Insurance Ltd t/as Sompo International 5.0000% $ 1,250,000 PartnerRe Ireland lnsurance DAC P3193296 PJ1900121 2(.IItR0"„ (,,51111.111111 5 75,000,000 Excess of $125,000,000 All Risk Including EQ & FL, excluding CA EQ and R&M 18.5000% $ 13,875,000 Underwnters at Lloyds -Syndicate ASC 1414 ATL 9216- 1861 AMA 1200 APL 1969, 6.6670% $ 5 000,250 Chubb European Group SE (Ireland Branch) PJ192711 1.5000% $ 1 125,000 Synd 2015 CHN P11900132 5.0000% $ 3,750,000 PartnerRE Ireland Insurance DAC P11900123 9 1730% $ 6 879 750 [ronshore Europe DAC (London Branch) P11900122 25.0000% $ 18,750,000 Swiss Re -Westport Insurance Corporation NAP 2000193 05 2.0835% $ 1 562,625 RSUI Landmark American Insurance Company LHD424615 2.0765% $ 1,557,375 Berkshire Hathawa National Fire & Manne Insurance Com anv 42-XPR-308074-01 PJ192696 52.51111.111111 7 0000% '.11111111'•., 50,000,000 Excess of $125,000,000 All Risk Including EQ & FL, excluding CA EQ and B&M 3,500,000 Lancashire Insurance Com any (UK Ltd 3.500.000 .111111 P31900127 Declaration # 4 - CITIES 4 I';Irticip;l lion "1, I';irticipation ALLIANT INSURANCE SERVICES, INC Declaration # 4 - CITIES 4 (275M Carriers) ALLIANT PROPERTY INSURANCE PROGRAM Effective July 1, 2019 to July 1, 2020 SCHEDULE OF CARRIERS Declaration # 4 CITIES 4 ( uiiii,is. Polk!. d Earthquake, Flood, B&M, Terrorism, Cyber, & Pollution limits listed below apply to Named Insureds who purchase coverage. Percentages are approximate and participation will not exceed the All Risk Limit purchased by Named Insured 5 50,000,000 Excess of 5125,000,000 All Risk Including EQ & FL, excluding CA EQ and B&M 8.0000% $ 4,000,000 Neon Worldwide Property Consortium 9761 comprising 75.00% Lloyd's S ndicate 2468 NEO 25.00% Llo d's S ndicate 4242 PRL P31900133 • 4.1100,111111 5 25,000,000 Excess of $175,000,000 All Risk Including EQ & FL, excluding B&M 15.0000% $ 3,750,000 Endurance Worldwide Insurance Ltd Vas Som.o International P1193296 15.1111111r 1 i, --.,I1,111111 $ 75,000,000 Excess of $200,000,000 All Risk Including EQ & FL, excluding CA EQ and B&M 5.0000% $ 3 750,000 Ironshore Specialty Insurance Company 5.0000% $ 3,750,000 Markel - Evanston Insurance Company 90.0000% $ 67,500,000 Lexington Insurance Company 001703506 MKLV 14XP012447 025860205/05 (Insurance) 025860206/05 (Reinsurance) 101).11[1011.7;, • -5,I 1l11.i,I1(111 EXCESS BOILER PROGRAM 525,000,000 Excess of 525,000,000 Boiler and Machinery 22.5000% $ 5,625,000 Lexington Insurance Company 011660456/07 (Insurance) 011660458/07 'einsurance 22.S11uo 5_(,2,1 550,000,000 Excess of 550,000,000 Boiler and Machinery 60.0000% $ 30,000,000 Lexington Insurance Company 011660456/07 (Insurance) 011660458/07 Reinsurance 611.I1111111" . 30,11111L111 EXCESS EARTHQUAKE POLICIES $ 75,000,000 Excess of 550,000,000 Specified Peril-PNW Earthquake Only 7.5000% $ 5,625,000 SRU S. -tial Risk Underwriters LLC ASS 190972 7.511110'% 5,625.11110 EXCESS TERRORISM POLICIES $ 100,000,000 per Named Insured 15100,000,000 per occurrence / 5200,000,000 annual aggregate. 100.0000% $ 100,000,000 Underwriters at Lloyds -Syndicates ASC 1414 BRT 2987 XLC 2003 CCL 3010 and ReThmk Underwriting Limited PJ1933870 100.000 0" .. 1 I 10 ,1 II lil,1II II I $ 300,000,000 per Named Insured excess of $100,000,000 / 5800,000,000 per occurrence excess of $100,000,000 15800,000,000 annual aggregate excess of 5200,000,000 100.0000% $ 300,000,000 Underwriters at Lloyds -Syndicates HIS 0033 ASC 1414 BRT 2987, LIB 4472, AFB 0623, COF 1036, AUW 0609 HDU 0382 AUL 1274 TAL 1 183 XLC 2003 , Lancashire Insurance and ReThmk Underwriting Limited P11931689 1111.u0111]'y„ •' 3011.11110.01111 $ 300,000,000 per Named Insured excess of 5400,000,0001$300,000,000 per occurrence excess of 5900,000,000 15600,000,000 annual aggregate excess of 51,000,000,000. 100.0000% $ 300,000,000 Underwriters at Lloyds -Syndicates' BRT 2987, BRT 2988, ATL 1861, LIB 4472, XLC 2003 AFB 2623 AFB 0623 COF 1036 TAL 1183 and Lancashire Insurance Com.an K) Ltd. P11900033 1.130.00.1111".. • 31141,0110,11151 Declaration 4 4 CITIES 4 ALLIANT INSURANCE SERVICES, INC Declaration # 4 CITIES 4 (275M Carriers) ALLIANT PROPERTY INSURANCE PROGRAM Effective July 1, 2019 to July 1, 2020 SCHEDULE OF CARRIERS Declaration # 4- CITIES 4 I'artiripatiun 'S„ I'arlicip:Fiino ti tum pa ng Earthquake, Flood, B&M, Terrorism, Cyber, & Pollution limits listed below apply to Named Insureds who purchase coverage. Percentages are approximate and participation will not exceed the All Risk Limit purchased by Named Insured 100.0000% CYBER LIABILITY POLICY Llo d's of London S ndicate. Beazle 2623 623 PH1933938 qtr I'1'lic' 100.0000% POLLUTION LIABILITY POLICY Allianz - Intersate Insurance Com an E[L1000037 tier I'oIin AG ADDITIONAL INSURED'S / LOSS PAYEES It is hereby understood and agreed that the interest of Additional Insured's and/or Loss Payees is automatically included, as per schedule held on file with Alhant Insurance Services, Inc Public Entity Property Insurance Program (PEPIP) Form No.I4 Page 42 of 68 CERTIFICATE NO ISSUE DATE (MM/DDIYYYY) GL1-8402 Al CERTIFICATE OF COVERAGE 02/04/2020 C SAC Excess Insurance Authority C10 ALLIANT INSURANCE SERVICES, INC PO BOX 6450 NEWPORT BEACH, CA 92658 6450 PHONE (949) 756-0271 / FAX (619) 699-0901 LICENSE #0C36661 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BELOW THIS CERTIFICATE OF COVERAGE GOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED and/or requesting a WAIVER OF SUBROGATION, the Memorandums of Coverage must be endorsed A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) COVERAGE A - CSAC Excess Insurance Authority AFFORDED Member. CITY OF REDLANDS ATTN TOMMI NG PO BOX 3005 REDLANDS CA 92373 COVERAGE AFFORDED B COVERAGE AFFORDED C COVERAGE AFFORDED D Coverages THIS IS TO CERTIFY THAT THE MEMORANDUMS OF COVERAGE LISTED BELOW HAVE BEEN ISSUED TO THE MEMBER NAMED ABOVE FOR THE 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 COVERAGE AFFORDED BY THE MEMORANDUMS DESCR BED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUMS LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS CO LTR TYPE OF COVERAGE MEMORANDUM NUMBER COVERAGE EFFECTIVE DATE (MM/DD/YYYY) COVERAGE EXPIRATION DATE (MM/DD/YYYY) LIABILITY LIMITS A EIA PE 19 EL -112 07/01/2019 07/01/2020 $1,000,000 Limits inclusive of the Member's Self -Insured Retention of 5500,000 © Excess General Liability Description of Operations/LocationsNehicles Special Items AS RESPECTS AGREEMENT BETWEEN CITY OF REDLANDS AND SANTANDER BANK N.A FOR LEASE OF EQUIPMENT SANTANDER BANK, N.A IS INCLUDED AS AN ADDITIONAL COVERED PARTY BUT ONLY INSOFAR AS THE OPERATIONS UNDER THIS CONTRACT ARE CONCERNED Certificate Holder SANTANDER BANK N A LOAN SERVICING DEPARTMENT MAIL CODE NY1 ML 0101 3 HUNTINGTON QUADRANGLE, SUITE 101 NY 11747 Cancellation SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUMS OF COVERAGES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF NOTICE WI_ BE DELIVERED IN ACCORDANCE WITH THE MEMORANDUMS OF COVERAGE PROVISIONS. AUTHORIZED i�����MELVILLE, CSAC REPRESENTATIVE EXCESS INSURANCE AUTHORITY PAGE 1 OF 2 ENDORSEMENT NO. U-1 CSAC EXCESS INSURANCE AUTHORITY GENERAL LIABILITY 1 ADDITIONAL COVERED PARTY AMENDATORY ENDORSEMENT It is agreed that the "Covered Party, Covered Persons or Entities" section of the Memorandum is amended to include the person or organization named on the Certificate of Coverage, but only with respect to liability arising out of premises owned by or rented to the Member, or operations performed by or on behalf of the Member or such person or organization so designated Coverage provided under this endorsement is limited to the lesser of the limits stated on the Certificate of Coverage or the minimum limits required by contract ADDITIONAL COVERED PARTY NAME OF PERSON OR ORGANIZATION SCHEDULED PER ATTACHED CERTIFICATE OF COVERAGE AS RESPECTS PER ATTACHED CERTIFICATE OF COVERAGE It is further agreed that nothing herein shall act to increase the Authority's limit of liability This endorsement is part of the Memorandum and takes effect on the effective date of the Memorandum unless another effective date is shown below All other terms and conditions remain unchanged Effective Date Issued to Issue Date 4A/k/ ALL MEMBERS June 28. 2019 Authorized Representativ CSAC Excess Insurance Memorandum No EIA 19 EL -00 PAGE 2 OF 2 Holman Capital Corporation 25201 Paseo de Alicia, Suite 290 Laguna Hills, CA 92653 EXHIBIT B-2 [complete only if Lessee is self-insured] February 10, 2020 Re Payment Schedule No 1 under Master Equipment Lease -Purchase Agreement dated February 4, 2020, In connection with the above -referenced Payment Schedule No 1, City of Redlands 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 0 Other evidence of Lessee's participation in self-insurance program Very truly yours, CITY OF REDLANDS as Lessee Name Paul W Foster Title Mayor B-2 Holman Capital Corporation 25201 Paseo de Alicia, Suite 290 Laguna Hills, CA 92653 EXHIBIT C ESSENTIAL USE CERTIFICATE February 10, 2020 Re Payment Schedule No 1 under Master Equipment Lease -Purchase Agreement dated February 4, 2020 I, Paul W Foster, appointed, or designated representative and Mayor of the City of Redlands, 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 Payment Schedule 1 What is the specific use of the Equipment' The specific use of the Equipment is for wildland and urban interface fire suppression 2 What increased capabilities will the Equipment provide? The Equipment to be Leased is to replace an existing unit that had reached its full-service life The new unit will offer greater fire suppression capacity and firefighter safety The unit will be a four- wheel drive with the latest in modern vehicle safety and technology The existing unit is a two -wheel drive and is 23 years old 3 Why is the Equipment essential to your ability to deliver governmental services? The Redlands Fire Department is an al -risk fire agency The city of Redlands has over 12,000acres of wildlands, a majority of which have been designated by CalFire as areas of "high fire severity" Thus, the equipment is vital to the mission of the fire department in saving lives and property 4 Does the Equipment replace existing equipment? (lf so, please explain why you are replacing the existing equipment) Yes the leased Equipment will replace a 23 -year old unit It lacks safety features found in modern fire apparatus According to the National Fire Protection Agency (NEPA) Standard 1901, apparatus that have been properly maintained should not remain in frontline service for more than 15 years Apparatus that are over 25 years should be replaced. 5 Why did you choose this specific Equipment? This unit was chosen based upon the specific needs and mission of the Redlands Fire Department The unit is based on the United States Forest Service Model 346 6 For how many years do you expect to utilize the Equipment? Fifteen Plus Years Very truly yours, CITY OF REDLANDS, as Lessee By C-1 Name. Paul W. Foster Title: Mayor EXHIBIT D INCUMBENCY CERTIFICATE 1, Jeanne Donaldson, do hereby certify that I am the City Clerk of the City of Redlands ("City"), which is a body corporate and politic duly established and validly existing as a political subdivision of the State of California and operates under a Governing Board, and that I have custody of the records of such entity 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 Payment Schedule No 1 under Master Equipment Lease - Purchase Agreement dated February 4, 2020 the "Lease Agreement"), between the City of Redlands and Holman Capital Corporation, as lessor, and b Execute Certificates of Acceptance, Payment Request/Disbursement Request Forms, and any and all other certificate, documents, and agreements relating to the Master Lease Agreement, attached Payment Schedule No 1 and any Internal Escrow Letter applicable to that Payment Schedule NAME Paul W Foster TITLE Mayor SIGNATURE IN WITNESS WHEREOF, I have duly executed this Certificate on behalf of the City of Redlands February 10, 2020 By. D-1 Na Tit Jeanne Donaldson City Clerk Office of the City Attorney City of Redlands EXHIBIT E Daniel J McHugh City Attorney dmchugh cr cityofredlands org OPINION OF LESSEE'S COUNSEL February 5, 2020 Holman Capital Corporation 25201 Paseo de Alicia, Suite 290 Laguna Hills, CA 92653 Re. Payment Schedule No. 1 under Master Equipment Lease -Purchase Agreement dated February 4, 2020 Ladies and Gentlemen As counsel to the City of Redlands (the "Lessee"), I have examined the Master Equipment Lease -Purchase Agreement dated February 4, 2020 and attached Payment Schedule No 1, both collectively, the "Lease Agreement"), between the Lessee and Holman Capital Corporation, as lessor ( Lessor"), the Internal Escrow Letters for that Payment Schedule No 1, together with the Disbursement Request Form and Certificate of Acceptance (collectively, the "Internal Escrow Letters "), and the proceedings taken by the Governing Body of the Lessee to authorize on behalf of the Lessee the execution and delivery of the Master Lease Agreement, Payment Schedule No 1 and the Internal Escrow Letters The Master Lease Agreement, Payment Schedule No 1 and the Internal Escrow Letters 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 political subdivision of the State of California and operates under a Governing Board, and the laws of the State of California 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 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 P 0 Box 3005 • Redlands, CA 92373 • (909) 798-7595 • FAX (909) 798-7503 Exhibit E Page 2 to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors' rights generally 3 The Equipment to be leased pursuant to the Lease Agreement constitutes personal property and, when subjected to use by the Lessee, will not be a fixture under applicable law 4 The Lessee has complied with any applicable public bidding requirements in connection with the Transaction Documents and the transactions contemplated thereby By proper action, the Governing Body of the Lessee authorized the execution and delivery of the Transaction Documents and certain other matters, which actions were duly taken at a meeting that was held in compliance with all applicable laws relating to the holding of open and public meetings 5 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 Master Lease Agreement and related Payment Schedule No 1 6 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 hen, 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 Notwithstanding the foregoing, upon the due and timely filing of a UCC -1 and a Title Application and/or Certificate of Title (the latter solely with respect to Equipment constituting titled vehicles), the Lessor will have a perfected security interest in the Equipment This opinion may be relied upon by Lessor and purchasers and assignees of Lessor's interests in the Lease Agreement Sincerely, Daniel J Mc`l ugh, City Attorney City of Redlands EXHIBIT F BANK -QUALIFIED DESIGNATION The City of Redlands, as lessee, (the "Lessee") under that certain Master Equipment Lease - Purchase Agreement dated February 4, 2020 and attached Payment Schedule No 1 issued thereunder (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 is a "qualified small issuer" in that it 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, and that the Lease is being entered into and will be used in connection with public purposes. 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 February 10, 2020 City of Redlands, as Lessee By 6Pc2iLl Name Paul W Foster Title Mayor F-1 EXHIBIT G POST -ISSUANCE TAX COMPLIANCE PROCEDURES Dated February 10, 2020 The following certificate is delivered in connection with the execution and delivery of the Payment Schedule No 1 issued under the Master Equipment Lease -Purchase Agreement dated February 4, 2020 (the "Master Lease Agreement"), entered into between the City of Redlands (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 Payment Schedule No 1 executed under the Master Lease Agreement (together with all related documents executed pursuant thereto and contemporaneously herewith, the "Financing Documents") As described in the Financing Documents, Lessor shall apply $360,878 85 (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 12 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 governing board's approval 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 said Payment Schedule No 1 The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents and held by Santander Bank, N A pending acquisition of the Equipment 14 Lessee will timely file for each Payment Schedule issued under the Master Lease Agreement 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 designated 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 In that regard, the Lessee is a "qualified small issuer" in that it 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, and that the Lease is being entered into and will be used in connection with public purposes G -I 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 sinking, 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 funds 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 vendors or manufacturers thereof or for any financial advisory or dosing 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) If applicable, Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1150-2 (a copy of which will be provided to Lessor, if applicable, 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 the Vendor (as defined in the Master Lease Agreement) 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 G-2 (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, Temporary 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 held in escrow as described in Section 13, above, 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 February 10, 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, (iii) at least ninety-five percent (95%) of the Principal Amount is used for the governmental activities of Lessee, and (iv) the aggregate principal amount of all tax-exempt obligations (including the Lease) issued by Lessee and its subordinate entities, if any, during the current calendar year is not reasonably expected to exceed $10,000,000 Accordingly, the rebate requirements of Section 148(f) of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above 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 G-3 Equipment Lessee acknowledges that the provisions of Sections 2 and 4 herein are particularly applicable when the Principal Amount is funded into an escrow 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 Busyness 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 2, "Private Business Use" means use of bond proceeds or bond financed -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 3 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 71 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 of the 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 95-6000766 G-4 IN WITNESS WHEREOF, this Post -Issuance Tax Compliance Procedures Certificate has been executed on behalf of Lessee as of February 10, 2020 CITY OF REDLANDS, AS LESSEE ,01A;(, Name. Paul W. Foster Title• Mayor G-5 Exhibit M-2 Internal Escrow Letter February 10, 2020 Santander Bank, N A 3 Huntington Quadrangle, Suite 101N Melville, NY 11747 RE Master Lease Purchase Agreement dated as of February 4, 2020, between Holman Capital Corporation (Lessor) and City of Redlands (Lessee) and Payment Schedule No 1 thereto, dated as of February 10, 2020, as assigned by Lessor to Santander Bank, N A Ladies and Gentlemen We have entered into the above referenced Lease for the purpose of financing the equipment listed in Attachment #1 (the "Equipment") in the amount of $360,878 85 (the "Financed Amount") Lessee hereby requests that Lessor retain $360,878 85 (the "Retained Amount") Lessee further requests that Lessor hold the Retained Amount in an internal escrow pending Lessor's receipt of confirmation from Lessee that the Equipment has been delivered, inspected and accepted for all purposes by the Lessee and that payment can be remitted to the vendor of such Equipment There will be no separate escrow fee charged to Lessee for internally escrowing the Retained Amount Lessee understands and agrees that interest shall accrue on the entire Financed Amount as of the date hereof, and further understands and agrees that any interest earned on the Retained Amount shall be paid to Lessor in consideration of managing the internal escrow account Lessee acknowledges that Lessor may commingle the Retained Amount held by Lessor for the benefit of Lessee with other funds held by Lessor for its own account, so long as Lessor maintains segregation of such amounts on the books and records of Lessor Sincerely, Lessee: City of Redlands BY: Paul W Foster, Mayor DATE• February 10,2020 1-1 Exhibit H-2 Internal Escrow Letter Attachment #1 Quantity Year Make Type/Style/Model VIN/Serial Number Price 1 2020 Type 111 Wildlands Fire Truck TBD $355 878 85 Total Cost $355 878 85 Down Payment $0 00 Cost of Issuance $5000 00 Total Amount Financed $360,878 85 I-1 February 10, 2020 City of Redlands 35 Cajon Street, Suite 12 Redlands, CA 92374 Re Type 111 Wildland Fire Truck Lease Financing Internal Escrow Ladies and Gentlemen We are confirming the proceeds held in escrow from the above referenced Lease (funding date of February 10, 2020) for the financing of the purchase of a Type 111 Wildland Fire Truck The total amount retained on your behalf as of February 10, 2020 is $360,878 85 Release is pending your confirmation of delivery, acceptance and authorization to disburse funding to the vendor of record or reimbursement for authorized approved expenses paid by the City, in the form attached hereto as Exhibit A Should you require any additional information please do not hesitate to contact our office directly at 631-531-0601 ident I -I EXHIBIT A CERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST The following payment request is directed by the City of Redlands ("Lessee") to Santander Bank, N A with respect to the disbursement of the proceeds described in the attached Exhibit H-2 - Internal Escrow Letter Santander Bank, N A is hereby requested to pay from those proceeds 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 leased pursuant to that certain Payment Schedule No 1 (the "Payment Schedule") executed pursuant to the Master Equipment Lease Purchase Agreement dated February 4, 2020 (the "Master Lease Agreement"), between Lessor defined in that Agreement and Lessee I, the undersigned, hereby certify that I am a duly qualified representative of Lessee and that I have been given the authority by the Governing Body of Lessee to sign this Certificate of Acceptance with respect to the above referenced Master Lease Purchase Agreement and Payment Schedule No 1 thereto (the "Lease") I hereby certify that 1 The Equipment described below (comprising part of the Equipment described on Lease Exhibit A) has been delivered and installed in accordance with Lessee's specifications and to Lessee's satisfaction and Lessee hereby requests and authorizes Lessor to disburse, or direct Santander Bank, N A to disburse, to the vendor or Lessee described below net proceeds of the Lease in the amount specified by wire transfer or by check Such amount has not formed the basis for a previous request for payment 2 Lessee has conducted such inspection and/or testing of such Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts such Equipment for all purposes 3 Rental Payments are due and owing as set forth in Exhibit B to the Lease 4 Lessee has obtained insurance coverage as required under the Lease 5 Lessee is exempt from all personal property taxes and is also exempt from sales and/or use taxes with respect to the Equipment and the Rental Payments 6 No event or condition that constitutes or would constitute an Event of Default exists as of the date hereof QUANTITY DESCRIPTION OF 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 Payment Schedule, (ii) a present need exists for the Equipment, which need is not temporary or expected to diminish in the near future, (in) 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 Payment Schedule, (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 1-1 the date of this Certificate, (vi) the Equipment is covered by insurance in the types and amounts required by the Master Lease Agreement, (vii) no Event of Default or Event of Nonappropriation, as those terms are defined in the Master Lease Agreement, and no event that with the giving of notice or lapse of time or both, would become an Event of Default or an Event of Nonappropriation, has occurred and is continuing on the date hereof, and (vin) sufficient funds have been appropriated by Lessee for the payment of all rental payments due under the Payment Schedule during Lessee's current Fiscal Year Based on the foregoing, Santander Bank, N A 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 proceeds it currently holds, as described in the attached letter 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 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 Payment Schedule Date February 10, 2020 1-1 CITY OF REDLANDS, as Lessee By Name Title After Disbursement February 10, 2020 City of Redlands 35 Cajon Street, Suite 12 Redlands, CA 92374 Re Type 111 W►Idland Fire Truck Lease Financing Internal Escrow Ladies and Gentlemen We are confirming the proceeds held in escrow from the above referenced Lease for the financing of the acquisition of a Type III Midland Fire Truck 02/10/2020 Opening Balance $360,878 85 02/10/2020 Cost of Issuance ($5,000 00) 02/10/2020 Payment to Current Balance $355,878 85 Release is pending your confirmation of delivery, acceptance and authorization to disburse funding to the vendor(s) of record or reimbursement for authorized approved expenses paid by the City Should you require any additional information please do not hesitate to contact our office directly at 631-531-0601 I-1 FINAL ACCEPTANCE RE Master Lease Purchase Agreement dated as of February 4, 2020, between Holman Capital Corporation (Lessor) and City of Redlands (Lessee) and Payment Schedule No 1 thereto, dated as of February 10, 2020, as assigned by Lessor to Santander Bank, N A 1, the undersigned, hereby certify that I am a duly qualified representative of Lessee and that I have been given the authority by the Governing Body of Lessee to sign this Final Acceptance Certificate with respect to the above referenced Master Lease Purchase Agreement and Payment Schedule No 1 thereto (the "Lease") I hereby certify that 1 All Equipment described on Exhibit A and below has been delivered and installed in accordance with Lessee's specifications and Lessee hereby requests and authorizes Lessor to direct Santander Bank, N A to apply the remaining net proceeds of the Lease to Lessee's next Rental Payment due 2 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 3 Rental Payments with respect to such Equipment are due and owing as set forth in Exhibit B to the Lease 4 Lessee has obtained insurance coverage as required under the Lease 5 Lessee is exempt from all personal property taxes and is also exempt from sales and/or use taxes with respect to the Equipment and the Rental Payments 6 No event or condition that constitutes or would constitute an Event of Default exists as of the date hereof LESSEES. City of Redlands BY: TYPED: TITLE. DATE: 1-1 EXHIBIT I RESOLUTION OF LESSEE I-1 RESOLUTION NO 8060 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT, PAYMENT SCHEDULE TO THAT AGREEMENT, AN ESCROW AGREEMENT AND EQUIPMENT SCHEDULE WITH RESPECT TO THE ACQUISITION, PURCHASE, FINANCING, AND LEASING OF CERTAIN VEHICLE AND EQUIPMENT FOR THE PUBLIC BENEFIT, AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS REQUIRED IN CONNECTION THEREWITH, AND AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION WHEREAS, the City of Redlands (the "Lessee"), a body politic and corporate duly organized and existing as a general law city and political subdivision of the State of California, is authorized by the laws of the State of Cahfornia to purchase, acqun e, and lease personal property for the benefit of the Lessee and those it provides services to and to enter into contracts with i espect thereto, and WHEREAS, the Lessee desn es to pui chase, acquire and lease certain vehicle and equipment constituting peisonal property necessary foi the Lessee to perforin essential governinental functions in an amount not more than $380,383 68 (the "Equipment"), and WHEREAS, nl ordei to acquire such Equipment, the Lessee proposes to enter into a Master Equipment Lease-Pui chase Agreement and related Payment Schedule (togethei with the Equipment Schedules and all related exhibits, schedules, and certificates, the "Lease Agreements") with Holman Capital Corporation (the "Lessor") and one Escrow Agreement (togethei the Disbuisement/Payment Request Form and Acceptance Certificate, the "Escrow Agreement") with the Lessoi and an escrow bank/agent as the parties may mutually agiee on, and WHEREAS, the Lessor has agieed to assign all of its rights, title and inteiest in and to the Equipment, the Lease Agreements and the Escrow Agreement (collectively and together with any related certificates, exhibits, deliverables, 01 other documents provided in connection therewith, the "Tiansaction Documents") to an assignee and the Lessee has consented and acknowledged to the foregoing, and WHEREAS, the Lessee's City Council, as the governing body of the Lessee, deems it foi the benefit of the Lessee and for the efficient and effective administration they eof to enter into the Transaction Documents for the purchase, acquisition, and leasing of the Equipment to be therein described on the terms and conditions therein provided, NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Redlands as follows 1 11AesolutionslRes 8000 8099/8060 Authonzang Master Lease Purchase Agreement w Holman Capital Corp.docx Section 1 Approval of Documents. The governing body of the Lessee hereby authorizes and directs Paul W Foster, the Mayor of the City of Redlands, and such other persons as he may delegate (the "Designated Officers"), and each of thein individually, for and in the name of and on behalf of the Lessee, to (a) review, negotiate and approve the form of such Tiansaction Documents, the parties thereto, and all the terns and piovisions contained theiein, and (b) execute and deliver the Ti ansactian Documents, in such forms and with such changes, assertions, revisions, corrections, 01 amendments as shall be approved by the officer executing them The execution of the foiegoasg by a Designated Officer shall constitute conclusive evidence of such officer's and the governng body's approval of the Transaction Documents any such changes, insertions, revisions, corrections, oi amendments thereto Section 2 Other Actions Authorized. The officers and employees of the Lessee shall take all action necessary 01 reasonably requned by the parties to the Transaction Documents to cany out, give effect to, and consummate the ti ansactions contemplated thereby (including the execution and delivery of Certificates of Acceptance and Disbursement/Payment Requests, Notice and Acknowledgements of Assignments, and any tax certificate and agreement, each with respect to and as contemplated m the Transaction Documents) and to take all action necessary in conformity therewith, including, without hinitation, the execution and delivery of any closng and other documents requned to be delivered in connection with the Tiansaction Documents The Designated Officers and all othei officers and employees of the Lessee are hereby directed and authorized to take and shall take all action necessary oi reasonably replied in order to select, purchase, and take delivery of the Equipment All actions heretofore taken by officers, employees, and agents of the Lessee that are m conformity with the purposes and intent of this resolution are hereby approved, confirmed, and ratified Section 3 No General Liability Nothing contained m this Resolution No 8060, the Tiansaction Documents, nor any other instrument shall be construed with respect to the Lessee as mcurrng a pecuniary liability of charge upon the general ciedit of the Lessee or against its taxing powei, nal shall the breach of any agreement contained in this Resolution No 8060, the Transaction Documents, 01 any other instrument or document executed in connection therewith impose any pecuniary liability upon the Lessee or any charge upon its general ciedit or against its taxmg powei, except to the extent that the rental payments payable under the Transaction Documents are special limited obligations of the Lessee as provided therein Section 4 Appointment of Authorized Lessee Representatives The Designated Officers are each hereby designated to act as authorized representatives of the Lessee far purposes of the Transaction Documents until such time as the governing body of the Lessee shall designate any othei or different authorized representative for purposes of the Transaction Documents Section 5 Severability If any section, paragraph, clause, or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity 01 unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this Resolution No 8060 T \Resolutions\Res 8000 8099\8060 Authonzang Master Lease Purchase Agreement w Holman Capital Corp.doca Section 6 Repealer. All bylaws, ordeis, and resolutions 01 parts thereof, inconsistent heiewith, ale hereby repealed to the extent only of such inconsistency This repealer shall not be construed as reviving any bylaw, order, resolution, of part theieof Section 7 Effective Date This Resolution 8060 shall be effective immediately upon its approval and adoption ADOPTED, SIGNED AND APPROVED this 4th day of February, 2020 Paul W Fostei, Mayoi ATTEST Je fie Donaldson, City Cleik 3 I 1Resolutions\Res 8000 8099\8060 Authorizing Master Lease Purchase Agreement w Holman Capital Corp docx I, Jeanne Donaldson, City Cleik of the City of Redlands, hereby certify that the foregoing Resolution was adopted by the City Council at a regular meeting thereof held on the 4th day of February, 2020 by the following vote AYES Councilmennbeis Baiich, Tejeda, Mombeigei, Davis, Mayoi Foster NOES None ABSENT None ABSTAIN None 6,._� Ile Donaldson, City Cleik 4 11Resoiuhons\Res 8000 8099/8060 Authorszmg Master Lease Purchase Agreement w Holman Capital Corp.docx EXHIBIT 1 UCC -1 FINANCING STATEMENT J-1 Form 8038—G (Rev. September 2018) Department of the Treasury Internal Revenue Service Information Return for Tax -Exempt Governmental Bonds ► Under Internal Revenue Code section 149(e) See separate instructions Caution If the issue once is under$100 000 use Form 8038 -GC ► Go to www.irs.govIF8038G for instructions and the latest information OMB No 1545-0720 Part Reporting Authority If Amended Return, check here ► ❑ 1 Issuer's name City of Redlands 2 Issuer's employer identification number (EIN) 95 6000766 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) 35 Cajon Street, Suite 12 Room/suite 5 Report number (For IRS Use Only) 13 6 City town or post office state and ZIP code Redlands, CA 92373 7 Date of issue February 10 2020 8 Name of issue City of Redlands Lease Purchase Financing Schedule 1 9 CUSIP number None 10a Name instructions) Bruni Re and title of officer or other employee of the issuer whom the IRS may call for more information (see es, Management Analyst 10b Telephone number of officer or other employee shown on 10a (909)798 7695 ® Type of Issue (enter the issue price) See the instructions and attach schedule 11 Education 12 Health and hospital 13 Transportation 14 Public safety 15 Environment (including sewage bonds) 16 Housing 17 Utilities 18 Other Describe ► 11 12 13 360,878 85 14 15 16 17 18 19a If bonds are TANs or RANs, check only box 19a ► • b If bonds are BANs, check only box 19b O. ■ 20 If bonds are in the form of a lease or installment sale, check box. 0-71 Part III Description of Bonds. Complete for the entire issue for which this form is being filed 21 (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity {d} Weighted average maturity (e) Yield 02/10/2023 $ 360,878.85 $ N/A Lease 1 77 years 3.05 % Part IV Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest 23 issue price of entire issue (enter amount from line 21, column (b)) 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 5000 00 22 23 355,878 85 29 360,878 85 25 Proceeds used for credit enhancement 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to refund prior tax-exempt bonds Complete Part V 27 28 Proceeds used to refund prior taxable bonds Complete Part V . 28 29 Total (add lines 24 through 28) 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . 30 Part V Description of Refunded Bonds Complete this part only for refunding bonds 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded 33 Enter the last date on which the refunded tax exempt bonds will be called (MM/DD/YYYY) 34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions Cat. No 63773S ► ► years years Form 8038-G (Rev 9 2018) Firm's address ► Phone no Form 8038 G (Rev 9-2018) Page 2 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC) See instructions b Enter the final maturity date of the GIC ► (MM/DD/YYYY) c Enter the name of the GIC provider P. 37 Pooled financings Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information b Enter the date of the master pool bond ► (MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond ► d Enter the name of the issuer of the master pool bond ► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception) check box ► n 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► ❑ 41a If the issuer has identified a hedge, check here ► ❑ and enter the following information b Name of hedge provider► c Type of hedge ► d Term of hedge ► 42 If the issuer has superintegrated the hedge, check box ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount of reimbursement ► b Enter the date the official intent was adopted ► (MM/DD/YYYY) Under penalties of perjury I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge 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 process this, to the person that 1 ave a borize» above 35 36a 37 Signature and Consent Paid Preparer Use Only `Signature of issuer's authorized representative Print/Type preparer's name Firm's name '- 2/'^I2 0 ' Mayor Paul W Foster Dat Type or print name and Preparer's signature Date title Check ❑ if self-employed Firm's EIN ► PTIN Form 8038-G (Rev 9-2018) EXHIBIT L CLOSING MEMORANDUM $360,878.85 LEASE FOR FIRE TRUCK ACQUISITION PURSUANT TO PAYMENT SCHEDULE NO 1 ISSUED UNDER THE MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT DATED FEBRUARY 4, 2020 BETWEEN CITY OF REMANDS, AS LESSEE, AND HOLMAN CAPITAL CORPORATION, AS LESSOR Pre -Closing Pre -Closing will be held at the Lessee's convenience, on or before February 6, 2020 All documents will be executed and two (2) blue ink originals will be overnighted to Holman Capital Corporation, Attn Jane Taubman, 25201 Paseo De Alicia, Suite 290, Laguna Hills, CA 92653, for delivery no later than 9 00 am on the morning of February 6, 2020 and held in trust until such time as the wires and original documents are released by the Parties Closing. (1) By internal funds transfer and pending receipt of original, executed Payment Schedule and related documents, on the morning of February 10, 2020, the Investor is authorized by Lessee to transfer via internal credit the Total Equipment Cost (as set forth below) to Santander Bank, N A , pursuant to a general ledger credit to be held in escrow as follows Bank Name Santander Bank, N A Account Name City of Redlands (2) By wire transfer and pending receipt of original, executed Payment Schedule and related documents, on the morning of February 10, 2020, the investor Is authorized by Lessee to transfer via wire the Issuance Costs (as defined below) to Lessor as follows Bank Name Suncrest Bank ABA Number 121144191 Account Number 201008281 Account Name Holman Capital Corporation Holman Capital Corporation will confirm disbursement of funds to the Lessee's escrow account and then release all of the original documents held in trust to the investor and forward a copy to the Lessee Upon confirmation by Santander Bank, N A of the Lease Proceeds, Lessee will wire closing costs, legal fees and other amounts to the parties in accordance with the invoices attached hereto L-1 Sources and Uses of Funds Principal Amount of Lease Total Equipment Cost Issuance Costs LESSEE CITY OF REDLANDS By ame Paul W Foster Title. Mayor i TOTAL SOURCES TOTAL LEASE PROCEEDS ,-, $360,878 85 $360,878 85 $355,878.85 $5,000 00 $360,878 85 ASSIGNMENT AGREEMENT between the HOLMAN CAPITAL CORPORATION and SANTANDER BANK, N A Dated: February 10, 2020 ASSIGNMENT AGREEMENT This ASSIGNMENT AGREEMENT, dated February 10, 2020 (the "Assignment Agreement"), made by the Holman Capital Corporation, a corporation duly organized and validly existing under the laws of the State of Delaware (the "Corporation"), and accepted by Santander Bank, N A (the "Investor") WITNESSETH WHEREAS, the Corporation and City of Redlands (the "Lessee") have executed and entered into the City of Redlands Master Lease -Purchase Agreement dated February 4, 2020 and Equipment Schedule dated February 10, 2020 (collectively, and together with all exhibits thereto, the "Lease"), whereby the Corporation has agreed to lease to the Lessee the items of personal property (together with any replacement parts, additions, substitutions, repairs or accessories now or hereafter incorporated in or affixed to it) described therein (collectively, the "Equipment"), WHEREAS, under and pursuant to the Lease, the Lessee is obligated to make Rental Payments, as defined therein, to the Corporation for the lease of the Equipment, WHEREAS, the Corporation desires to assign without recourse all of its rights to receive the Rental Payments scheduled to be paid by the Lessee under and pursuant to the Lease to the Investor, WHEREAS, in consideration of such assignment, the Investor shall deliver $360,878 85 to Santander Bank, N A into an escrow account created under the Escrow Agreement dated February 10, 2020 between the Corporation, Lessee and Santander Bank, N A., as escrow agent (the "Escrow Agreement") for the benefit of the Lessee in satisfaction of the Corporation's obligations under the Lease (the "Escrow Fund") and $3714 31 to the Corporation, and WHEREAS, all acts, conditions and things required by Iaw to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Assignment Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by Iaw and the parties hereto are now duly authorized to execute and enter into the Assignment Agreement, NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS Section 1 Assignment. The Corporation hereby transfers, assigns and sets over to the Investor all of the Corporation's rights, title and interest in and to, but not its obligations under, (a) the Lease and all exhibits thereto, including, in particular, but without limitation (1) the right to receive and collect all of the Rental Payments and other amounts due from the Lessee under the Lease, (2) the right to take all actions and give all consents under the Lease, and (3) the right to exercise such rights and remedies conferred on the Corporation pursuant to the Lease as may be necessary or convenient (i) to enforce payment of the Rental Payments or any other obligations of the Lessee under the Lease, or (ii) otherwise to protect the 1 interests of the Investor (as assignee of the Corporation) in the event of default by the Lessee under the Lease, (b) the Escrow Agreement, and all amounts credited to the Escrow Fund, (c) all other contracts and documents related to the Lease, including (without limitation) those listed on the attached Schedule A (all of the foregoing together with the Lease and Escrow Agreement being collectively referred to herein as the "Lease Documents"), and (d) the Equipment and all other collateral described in the Lease Documents The Lease, the Escrow Agreement, the Lease Documents, and the Equipment and all of the Corporation's rights therein are hereinafter collectively referred to as the "Assigned Property " Section 2 Acceptance The Investor hereby accepts the foregoing assignment The above assignment is intended to be an absolute and unconditional assignment to the Investor and is not intended as a loan by the Investor to the Corporation Accordingly, in the event of bankruptcy of the Corporation, the Assigned Property and the Escrow Fund shall not be part of the Corporation's estate However, if the above assignment is deemed to be a loan by the Investor to the Corporation, then the Corporation shall be deemed to have granted to the Investor, and hereby grants to the Investor, a continuing first priority security interest in the Assigned Property and the Escrow Fund and all proceeds thereof as collateral security for all obligations of the Corporation hereunder and all obligations of the Lessee under the Lease, the Escrow Agreement, and this Assignment Agreement shall be deemed a security agreement with respect to such loan Section 3 Representations, Warranties, and Agreements (A) The Corporation represents and warrants to and agrees with the Investor that (a) the Corporation is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, with corporate powers and authority to own its property and carry on its business as now being conducted The Corporation has all licenses (except where the failure to have such licenses would not have a material adverse effect on the Corporation or on Investor's ability to enforce the Lease Documents and its rights and remedies thereunder) necessary to own its property and carry on its business as now being conducted, (b) the Corporation has full power, authority and legal right to enter into and perform its obligations under the Lease, the Escrow Agreement and this Assignment Agreement and the execution, delivery and performance thereof have been duly authorized by all necessary corporate actions on the part of the Corporation, do not require any stockholder approval or the approval or consent of any third party or such required approvals and consents have heretofore been duly obtained, (c) the execution, delivery and performance of the Lease, the Escrow Agreement and this Assignment Agreement do not contravene any provision of the Articles of Incorporation or Bylaws or the Corporation and do not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement or instrument to which Corporation is a party or by which it or its property is bound, 2 (d) the Corporation has good title to the Lease and the Escrow Agreement and good right to sell and transfer the same, (e) the Lease is a valid obligation arising out of a bona fide lease to the Lessee of the Equipment in the ordinary course of business, (f) the Lease Documents contain or describe the entire agreement and all material documents made or given in connection with the Lease and Escrow Agreement, and no representations or inducements not contained in the Lease Documents have been made or given by the Corporation, (g) the original counterpart No 01 of the Lease constituting chattel paper has been delivered to the Investor, and, by virtue of our delivery of the Lease by the Corporation to the Investor, the investor has obtained title to the Lease, (h) the Assigned Property and the Escrow Fund is free of any liens, claims, encumbrances, defenses, offsets and counterclaims, real or claimed, except those created by the Lease itself, (1) correct, all statements of fact and unpaid balances shown in the Lease are true and 0) the Lease, Escrow Agreement, and this Assignment Agreement have been duly authorized, executed and delivered by the Corporation, are in full force and effect and constitute the legal, valid and binding obligations of the Corporation enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights of creditors generally and subject to the availability of equitable remedies, (k) the Corporation has complied, and the Lease complies, with all applicable Federal, State and municipal laws, rules or regulations having the force of law as the same are applicable to the Corporation and/or the transactions evidenced by the Lease Documents, (1) the Lessee has no right to prepay except as expressly provided in the Lease (m) upon execution and delivery of this Assignment Agreement and the due and timely filing of a UCC -1 and/or Title Application/Certificate of Title noting the lien of the Lessor (subject to proper and timely filing by the Investor), the Investor will have a valid and enforceable first security interest in the Equipment, free and clear of all Iiens and encumbrances (other than those created by the Lease) arising by, through or under the Corporation, (n) the Corporation has subordinated to the Investor all Iiens and/or encumbrances (statutory and/or otherwise), if any, that the Corporation may have acquired and/or asserted against the Equipment or other collateral described in the Lease, (o) the Lease Documents, Equipment and all other collateral and documents that are the subject of this Assignment Agreement have not been and will not be pledged, assigned or otherwise encumbered by the Corporation to any person other than the Investor 3 (p) the Corporation shall have no authority to and will not, without the Investors prior written consent, accept payment of any sum hereafter due under the Lease or Escrow Agreement, repossess or consent to the return of the Equipment or modify the terms of any Lease Document, (q) the Investor may, in the name of the Corporation, endorse any remittances received with respect to the Lease or Escrow Agreement, (r) the Investor is given express permission to release, on terms satisfactory to it or by operation of law or otherwise, or to compromise or adjust any and all rights against and grant extensions of time of payment to the Lessee or any other persons obligated on the Lease Documents or accompanying guarantee or surety contracts, if any, or to agree to substitution of such persons, or to agree to the substitution or release of the Equipment or other collateral, or to grant any other indulgences, without affecting the obligations of the Corporation hereunder, provided that such actions are made in good faith and in a commercially reasonable manner, (s) the Corporation has the requisite authority to execute and deliver this Assignment Agreement and has taken all necessary action to effect this Assignment Agreement In the event of a default by the Lessee under the Lease, the Investor shall have the unrestricted right to sell or otherwise dispose of the Equipment or other collateral (including the Escrow Fund), subject only to the provisions of the Lease Documents and the Uniform Commercial Code, (t) to the best of the Corporation's knowledge, there is no dispute between the Lessee and any vendor of Equipment relating to the performance of such vendor under its contract to manufacture, deliver or furnish Equipment The Lessee has not failed to accept, or failed to provide a certificate of acceptance with respect to, any Equipment delivered to it, and (u) the Lease is in full force and effect, there is currently no default in payments to be made by the Lessee pursuant thereto, the Lessee has asserted no set-off, counterclaim or defense with respect to its obligations to perform in accordance with the terms ofthe Lease, and to the best ofthe Corporation's knowledge there has been no default in the performance of any other material obligation thereunder or breach of any other material term therein by the Lessee (B) Indemnification If the Corporation materially breaches any of the representations and agreements herein contained and, in the case of a breach that cannot be remedied in the Investor's reasonable opinion, such breach remains unremedied for at least 30 days after the Corporation receives written notice thereof from the Investor, the Corporation will indemnify and hold the Investor harmless from any loss, damage or expense (including but not limited to reasonable attorney fees and the expenses of collection, repossession, transportation, storage and insurance in enforcing its rights under the Lease Documents or hereunder, but excluding incidental or consequential damages) incurred by the Investor as a result of the breach of representation or agreement Any sum not paid by the Corporation to the Investor when due will accrue late charges at the rate of 18% per annum, but only to the extent permitted by law The obligations set forth in this section shall be limited to the amount paid to the Corporation by the Investor for the assigned transaction THE CORPORATION WAIVES (AND THE INVESTOR WAIVES BY ACCEPTANCE HEREOF) ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATING TO THIS ASSIGNMENT 4 Section 4 Covenants (A) Nonimpairment of Lease The Corporation agrees that it (1) shall not have any right to amend, modify, compromise, release, terminate or permit prepayment of any Lease Document, and (2) shall not take any action that may impair the payment of Rental Payments or other amounts due under the Lease or the validity or enforceability of any Lease Document (B) Rental Payments If the Corporation receives any Rental Payments or other amount due under the Lease Documents, then the Corporation shall receive such payments in trust for the Investor and shall immediately deliver the same to the Investor in the form received, duly endorsed by the Corporation for deposit by the Investor (C) Delivery of Lease Documents On the date of this Assignment Agreement (except as otherwise noted herein), the Corporation shall deliver to the Investor, each in form and substance acceptable to the Investor (i) the original Lease (and all attachments and exhibits thereto), (u) an original Escrow Agreement (and all attachments and exhibits thereto), (iii) an authorizing resolution from the Lessee's governing body, (iv) a legal opinion from counsel to the Lessee, (iv) an original assignment agreement with respect to the Escrow Agreement, (v) proof of the Lessee's insurance if and as required by the terms of the Lease and assuming that Equipment has been delivered and accepted, and (vi) a copy of the IRS Form 8038 G filing with respect to the Lease and, as soon as is reasonably possible after the date of this Assignment Agreement, evidence of timely filing thereof (D) Further Assurances The Corporation shall execute and deliver to the Investor such documents, in form and substance reasonably satisfactory to the investor, and the Corporation shall take such other actions, as the Investor may reasonably request from time to time to evidence, perfect, maintain, and enforce the Investor's rights in the Assigned Property and/or to enforce or exercise the Investor's rights or remedies under the Lease and Escrow Agreement Section 5 Partial Invalidity. If any one or more of the terms, provisions, covenants, or conditions of this Assignment Agreement shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provision, covenants and conditions of this Assignment Agreement shall be affected thereby, and each provision of this Assignment Agreement shall be valid and enforceable to the fullest extent permitted by law Section 6 Execution in Counterparts. This Assignment Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and which together shall constitute but one and the same instrument Section 7 Definitions. Unless the context otherwise requires, capitalized terms used herein shall have the meanings specified in the Lease Section 8 Applicable Law. This Assignment Agreement shall be governed by and construed in accordance with the laws of the State of California [Signature Page Follows] 5 IN WITNESS WHEREOF, the parties hereto have executed and entered into this Assignment Agreement by their officers thereunto duly authorized as of the day and year first referenced above HOLMAN ' ITAL CORPORATION By: Na'a'ce Holman Tit -• President & CEO SANTANDER BANK, N.A. By Name. Michael Paez Title. Senior Vice President [Signature Page to Assignment Agreement] IN WITNESS WHEREOF, the parties hereto have executed and entered into this Assignment Agreement by their officers thereunto duly authorized as of the day and year first referenced above HOLMAN CAPITAL CORPORATION By. Name. Lance Holman Title• President & CEO SANTANDER BANK, N.A. [Signature Page to Assignment Agreement] ASSIGNMENT FROM TO SCHEDULE A TO ASSIGNMENT AGREEMENT Holman Capital Corporation Santander Bank, N A The Lease Documents covered by the annexed Assignment covering the Lease transaction with City of Redlands include (without limitation) the following Master Equipment Lease -Purchase Agreement dated February 4, 2020, between City of Redlands and Holman Capital Corporation, Equipment Schedule, along with the Payment Schedule attached therein, dated February 10, 2020 to the Master Equipment Lease -Purchase Agreement, between City of Redlands and Holman Capital Corporation, and Escrow Letter dated February 10, 2020, between City of Redlands and Santander Bank, N A , as together with any original Certificates of Acceptance and Payment Request Forms delivered in connection therewith as of the date of the Assignment Agreement