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Draft ELPA with BAPCC <br />2288561 <br />EQUIPMENT LEASE/PURCHASE AGREEMENT <br />(ESCROW ACCOUNT) <br />This Equipment Lease/Purchase Agreement (this “Agreement”) dated as of January 22, <br />2021, and entered into by and between Banc of America Public Capital Corp, a Kansas <br />corporation (together with its successors, assigns and transferees, and as more particularly <br />defined herein, “Lessor”), and City of San Leandro, California, a charter city existing under the <br />laws of the State of California (“Lessee”). <br />WITNESSETH: <br />WHEREAS, Lessee desires to lease and acquire from Lessor certain Equipment (as such <br />term is defined herein), subject to the terms and conditions hereof; and, <br />WHEREAS, Lessee is authorized under the constitution and laws of the State (as such term <br />is defined herein) to enter into this Agreement for the purposes set forth herein; <br />NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which <br />are hereby acknowledged, and in consideration of the premises hereinafter contained, the parties <br />hereby agree as follows: <br />ARTICLE I <br />Section 1.01. Definitions. The following terms will have the meanings indicated below <br />unless the context clearly requires otherwise: <br />“Acquisition Amount” means $7,624,924.00. The Acquisition Amount is the amount <br />represented by Lessee to be sufficient, together with other funds of Lessee (if any) that are <br />legally available for the purpose of acquiring and installing the Equipment. <br />“Acquisition Period” means the period ending five (5) business days prior to July 22, <br />2022. <br />“Agreement” means this Equipment Lease/Purchase Agreement, including the exhibits <br />hereto, together with any amendments and modifications to this Agreement pursuant to <br />Section 13.04. <br />“Clean Water Project” has the meaning assigned to the term “Project” as set forth in the <br />Project Finance Agreement. <br />“Climatec Contract” means the Installation Agreement dated September 21, 2020, <br />between the Lessee and Climatec, as amended and modified by that certain Memorandum of <br />Understanding dated as of January 22, 2021 (the “MOU”), among the Lessor, the Lessee and <br />Climatec. <br />280