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Lessee's obligation to pay rental payments and any additional amounts payable hereunder constitutes
<br />a current obligation payable exclusively from legally available funds and shall not be construed to be an
<br />indebtedness within the meaning of any applicable constitutional or statutory limitation or requirement.
<br />4. Essentiality. Subject to Paragraph 3 of this Lease Agreement, Lessee's present intention is to
<br />make rental payments for the Lease Term as long as it has sufficient appropriations or, if any/applicable,
<br />other legally available funds. Lessee represents that, with respect hereto, (a) the use and operation of the
<br />Equipment is essential to its proper, efficient, and economic governmental operation and (b) the functions
<br />performed by the Equipment could not be transferred to other equipment available for its use. Lessee does
<br />not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last rental payment
<br />scheduled to be paid hereunder. On the Commencement Date, Lessee shall complete and provide Lessor a
<br />certificate in the form of Exhibit D.
<br />5. Disclaimer of Warranties. LESSEE REPRESENTS THAT IT HAS SELECTED THE
<br />EQUIPMENT PRIOR TO HAVING REQUESTED LESSOR TO FINANCE THE SAME. LESSEE
<br />AGREES THAT LESSOR HAS NOT MADE ANY, AND MAKE, S NO, REPRESENTATIONS OR
<br />WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR
<br />IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING (WITHOUT LIMITATION) THE
<br />SUITABILITY OF THE EQUIPMENT, ITS DURABILITY, ITS FITNESS FOR ANY
<br />PARTICULAR PURPOSE, ITS MERCHANTABILITY, ITS CONDITION, ITS CAPACITY, ITS
<br />OPERATION, ITS PERFORMANCE, ITS DESIGN, ITS MATERIALS, ITS WORKMANSHIP
<br />AND/OR ITS QUALITY. AS BETWEEN LESSEE AND LESSOR, LESSEE LEASES, PURCHASES
<br />AND ACQUIRES THE EQUIPMENT "AS IS" "WHERE IS" AND "WITH ALL FAULTS." Lessor
<br />hereby assigns to Lessee, to the extent that it may lawfully do so, so long as no Event of Default and no Event
<br />of Nonappropriation shall have occurred and be continuing hereunder, all rights and benefits that Lessor may
<br />have under any warranty, guaranty or the like that may be made with respect to the Equipment by the Vendor
<br />thereof (as such term is defined in Exhibit A hereto). Lessor shall not be liable to Lessee or any third party
<br />for any loss, damage, injury or expense of any kind or nature caused directly or indirectly by any of the
<br />Equipment or the use or maintenance thereof or any defect therein, the failure of operation thereof or by any
<br />interruption of service or loss of use thereof or for any loss of business or damage whatsoever and howsoever
<br />caused. Lessor makes no warranty as to the treatment of this Lease Agreement for tax or accounting purposes
<br />or as to the compliance of the Equipment with applicable government regulations or requirements. Lessee
<br />agrees to look solely to the Vendor for any claim arising from any defect, breach of warranty, failure or delay
<br />in delivery, mis-delivery or inability to use the Equipment for any reason whatsoever and Lessee's obligations
<br />to Lessor hereunder shall not in any manner be affected thereby, including (without limitation) Lessee's
<br />obligations to pay Lessor all rental payments and other amounts payable hereunder. Lessee has selected both
<br />the Equipment and the Vendor and acknowledges that Lessor has not participated in any way in Lessee's
<br />selection of the Equipment or the Vendor. Lessor has no obligation to install, erect, test, adjust, service or
<br />maintain the Equipment.
<br />6. Delivery and Acceptance; Quiet Enjoyment. Lessee shall accept the Equipment for which
<br />disbursement is requested from the Escrow Fund upon its delivery and authorizes Lessor to insert on
<br />Exhibit A the serial numbers and any additional description of the items of Equipment so delivered. As
<br />evidence of that acceptance, Lessee shall execute and deliver to Lessor a Certificate of Acceptance in the
<br />form attached as Exhibit A to the Escrow Agreement. Regardless of whether Lessee has furnished a
<br />Certificate of Acceptance pursuant to this Paragraph 6, by making a rental payment after its receipt of the
<br />Equipment, Lessee shall be deemed to have accepted the Equipment on the date of such rental payment for
<br />purposes hereof. During the Lease Term, Lessee shall be entitled to quiet enjoyment of the Equipment,
<br />subject to the terms of this Lease Agreement.
<br />7. Use of Equipment; Maintenance and Repairs. Lessee shall keep the Equipment within the
<br />State at the "Equipment Location" stated in Exhibit A and Lessee shall not remove any of the Equipment
<br />therefrom (except as within the ,Equipment's normal and contemplated use) without Lessor's prior written
<br />City of Santa Ana / IIolman Capital Corporation Page 2 of I1
<br />Equipment Lease -Purchase Agreement April 6, 2018
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