SUNTRUST EQUIPMENT FINANCE & LEASING CORP.

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EXIIIBIT al [Escrow] RESOLUTION OF GOVERNING BODY Lease Number: 06544 Equipment Schedule: Ol At a duly called meeting of the governing body of Lessee held in accordance with all applicable legal requirements, including open meeting laws, on the _ day of , ~ the following resolution was introduced and adopted: RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE AGREEMENT, EQUIPMENT SCHEDULE NO. Ol, AN ESCROW AGREEMENT, AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the governing body of CITY OF SANTA ANA ("Lessee") desires to obtain certain equipment (the "Equipment") described in Equipment Schedule No. Ol to the Master Lease Agreement (collectively, the "Lease") with SUNTRUST EQUIPMENT FINANCE & LEASING CORP., the form of which has been available for review by the governing body of Lessee prior to this meeting; and WHEREAS, the Equipment is essential for the Lessee to perform its governmental functions; and WHEREAS, the funds made available under the Lease will be deposited with LOCAL AGENCY INVESTMENT FUND (the "Escrow Agent") pursuant to an Escrow Agreement between Lessee and Lessor (the "Escrow Agreement") and will be applied to the acquisition of the Equipment in accordance with said Escrow Agreement; and WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the acquisition of the Equipment; and WHEREAS, Lessee proposes to enter into the Lease with SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and the Escrow Agreement with the Escrow Agent substantially in the forms presented to this meeting. NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF LESSEE AS FOLLOWS: Section 1. It is hereby found and determined that the terms of the Lease and the Escrow Agreement (collectively, the "Financing Documents") in the forms presented to this meeting and incotpomted in this resolution aze in the best interests of Lessee for the acquisition of the Equipment. Section 2. The Financing Documents and the acquisition and finaucing of the Equipment under the temrs and conditions as described in the Financing Documents are hereby approved. The Executive Director of Finance of Lessee and any other officer of Lessee who shall have power to execute contracts on behalf of Lessee be, and each of them hereby is, authorized to execute, acknowledge and deliver the Financing Documents with any changes, insertions and omissions therein as may be approved by the officers who execute the Financing Documents, such approval to be conclusively evidenced by such execution and delivery of the Financing Documents. The Assistant Duector of Finance & Management of the Lessee and any other officer of Lessee who shall have power to do so be, and each of them hereby is, authorized to affix the official seal of Lessee to the Financing Documents and attest the same. Section 3. The proper officers of Lessee be, and each of them hereby is, authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and things necessary or proper fox carrying out this resolution and the Financing Documents. >e 311612008 NBQ-BSC.DOCImv O1IOSnk