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HomeMy WebLinkAboutContracts & Agreements_136-2004_CCv0001.pdf A3 MOTOROLA August 3, 2004 CITY OF REDLANDS, CA Enclosed for your review, please find the Municipal Lease documentation in connection with the radio equipment to be leased from Motorola. The interest rate and payment streams outlined in Equipment Lease-Purchase Agreement#22581 are valid for contracts that are executed and returned to Motorola on or before September 15, 2004. After 9/15/04, the Lessor reserves the option to re-quote and re-price the transaction based on current market interest rates. Please have the documents executed where indicated and forward the documents to the following address: Motorola Credit Corporation Attn: Paul Mecaskey 15th Floor(SH5-B) 1301 E. Algonquin Rd Schaumburg, -11 60196 Should you have any questions, please contact me at 847-538-3707. Thank You, MOTOROLA CREDIT CORPO' ION Paul Mecaskey 4 LESSEE FACT SHEET Please help Motorola,Inc. provide excellent billing service by providing the following information: 1. Complete Billing Address CITY OF REDLANDS.CA 212 Brookside Avenue Redlands, CA 92373 Attention: Denise Ausherman Phone: (909) 798-7611 2. Lessee County Location: San Bernardino 3. Federal Tax I.D. Number 95-6000766 4. Purchase Order Number to be referenced on invoice(if necessary) or other"descriptions"that may assist in determining the applicable cost center or department: P003441 5. Equipment description that you would like to appear on your invoicing: 30 Astro XTS5000,III, radios Appropriate Contact for Documentation/System Acceptance Follow-up: 6. Appropriate Contact& Same as above Mailing Address Phone: Fax: 7. Payment remit to address: Motorola Credit Corp. P.O. Box 71132 Chicago IL 60694-1132 Thank you EQUIPMENT LEASE-PURCHASE AGREEMENT Lease Number: 22581 LESSEE: LESSOR: CITY OF REDLANDS, CA Motorola, Inc. 212 Brookside 1301 E. Algonquin Rd. Redlands, CA 92373 Schaumburg, IL80l96 Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the Equipment described in any Schedule A now or hereafter attached hereto ("Equipment") in accordance with the following terms and conditions of this Equipment Lease-Purchase Agreement ("Lease"). 1. TERM. This Lease will become effective upon the execution hereof by Lessor. The Term of this Lease will commence on date specified in Schedule A and unless terminated according to terms hereof or the purchase option, provided in Section 18, is exercised this Lease will continue until the Expiration Date set forth in Schedule B attached hereto ('Lease Term"). 2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called), including the interest portion, in the amounts specified in Schedule B. The Lease Payments will be payable without notice or demand at the office of the Lessor (or such other place as Lessor or its assignee may from time to time designate in writing), and will commence on the first Lease Payment Date as set forth in Schedule B and thereafter on each of the Lease Payment Dates set forth in Schedule B. Any payments received later than ten (10) days from the due date will bear interest at the highest lawful rate from the due date. Except as specifically provided in Section 5 hereof, the Lease Payments will be absolute and unconditional in all events and will not be subject to any oet'off, defenae, cnuntero(uirn, or recoupment for any reason whatsoever. Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term and hereby covenants that it will do all things lawfully within its power to obtain, maintain and properly request and pursue funds from which the Lease Payments may be made, including making provisions for such payments to the extent necessary in each budget submitted for the purpose of obtaining funding, using its bona fide best efforts to have such portion of the budget approved and exhausting all available administrative reviews and appeals in the event such portion of the budget is not approved. It is Lessee's intent to make Lease Payments for the full Lease Term if funds are legally available therefor and in that regard Lessee represents that the Equipment will be used for one or more authorized governmental or proprietary functions essential to its proper, efficient and economic operation. 3. DELIVERY AND ACCEPTANCE. Lessor will cause the Equipment to be delivered to Lessee at the location specified in Schedule A ("Equipment Location"). Lessee will accept the Equipment as soon as it has been delivered and is operational. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor. Even if Lessee has not executed and delivered to Lessor a Delivery and Acceptance Certificate, if Lessor believes the Equipment has been delivered and is operational, Lessor may require Lessee to notify Lessor in writing (within five (5) days of Lessee's receipt of Lessor's request) whether or not Lessee deems the Equipment (i) to have been delivered and (ii) to be operational, and hence be accepted by Lessee. If Lessee fails to so respond in such five (5) day period, Lessee will be deemed to have accepted the Equipment and be deemed to have acknowledged that the Equipment was delivered and is operational as if Lessee had in fact executed and delivered to Lessor a Delivery and Acceptance Certificate. 4. REPRESENTATIONS AND WARRANTIES. Lessor acknowledges that the Equipment leased hereunder is being manufactured and installed by Motorola, Inc. pursuant to contract (the Contract ) covering the Equipment. Lessee acknowledges that on or prior to the date of acceptance of the Equipment, Lessor intends to sell and assign Lessor's right, title and interest in and to this Agreement and the Equipment to an assignee ("Assignee"). LESSEE FURTHER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT,'� LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY NATURE OR KIND WHATSOEVER, AND AS BETWEEN LESSEE AND THE ASSIGNEE, THE PROPERTY SHALL BE ACCEPTED BY LESSEE "AS IS' AND "WITH ALL FAULTS". LESSEE AGREES TO SE\ |LE ALL CLAIMS DIRECTLY WITH LESSOR AND WILL NOT ASSERT OR SEEK TO ENFORCE ANY SUCH CLAIMS AGAINST THE ASSIGNEE. NEITHER LESSOR NOR THE ASSIGNEE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER AS A RESULT OF THE LEASE OF THE EQUIPMENT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, PROPERTY DAMAGE OR LOST PRQOUCT|�}NVVHETHEHSLJFFERE[� B�yLESSEE��RANY THIRD P��RTY. Lessor is not responsible for, and shall not be liable to Lessee for damages relating to loss of value of the Equipment for any cause or situation (including, without limitation, governmental actions or regulations or actions of other third parties). 5. NON-APPROPRIATION OF FUNDS.Notwithstanding anything contained in this Lease to the oontrory, in the event the funds appropriated by Lessee's governing body or otherwise available by any means whatsoever in any fiscal period of Lessee for Lease Payments or other amounts due under this Lease are insufficient therefor, this Lease shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease Payments or other amounts herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. The Lessee will immediately notify the Lessor or its Assignee of such occurrence. In the event of such terrnination. Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its Assignee on the date of such termination, packed for shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States designated by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Notwithstanding the foregoing, Lessee agrees, to the extent not prohibited by law, that it will not cancel this Lease under the provisions of this Section if any funds are appropriated to it, or by it, for the acqukaiUon, retention or operation of the Equipment for the fiscal period in which such termination occurs or the next succeeding fiscal period thereafter. 6. LESSEE CERTIFICATION. Lessee represents, covenants and warrants that: (i) Lessee is a state or a duly constituted political subdivision or agency of the state of the Equipment Location; (ii) the interest portion of the Lease Payments shall be excludable from Lessor's gross income pursuant to Section 103 of the Internal Revenue Code of 1986, as it may be amended from time to time ( 1he "Code"); (iii) the execution, delivery and performance by the Lessee of this Lease have been duly authorized by all necessary action on the part of the Lessee; (iv) this Lease constitutes a |ega|, valid and binding obligation of the Lessee enforceable in accordance with its terms; (v) Lessee will comply with the information reporting requirements of Section 149(e) of the Code, and such compliance shall include but not be limited to the execution of information statements requested by Lessor; (vi) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the Lease to be an arbitrage bond within the meaning of Section 148(a) of the Code; (vii) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, this Lease to be a private activity bond within the meaning of Section 141(a) of the Code; (viii) Lessee will not do or cause to be done any act which will cause, or by omission of any acallow, the interest portion of the Lease Payments to be or become includible in gross income for Federal income taxation purposes under the Code; and (ix) Lessee will be the only entity to own, use and operate the Equiment during the Lease Term. Lessee nepmoeentm, covenants and warrants that (i) it will do or cause to be doneall things necessary to preserve and keep the Lease in full force and mffect. (ii) it has complied with all public bidding and Bond Commission requirements (as defined in the Code) where necessary and by due notification presented this Lease for approval and adoption as a valid obligation on its part, and (iii) it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period. If Lessee breaches the covenant contained in this Section, the interest component of Lease Payments may become includible in gross income of the owner or owners thereof for federal income tax purposes. In such event, notwithstanding anything to the contrary contained in Section 11 of this AOremrnent. Lessee agrees to pay promptly after any such determination of taxability and on each Lease Payment date thereafter to Lessor an additional amount determined by Lessor to compensate such owner or owners for the loss of such excludibility (including, without ||nnitaU|on, compensation relating to interest expense, penalties or additions to tax), which determination ^ ^ shall be conclusive (absent manifest error). Notwithstanding anything herein to the contrary, any additional amount payable by Lessee pursuant to this Section 6 shall be payable solely from Legally Available Funds. It is Lessor's and Lessee's intention that thisAon8ennmntnctoOnothutealrus" |easefOrfgdena| incometax purposes and. therefore, it is Lessor's and Lessee's intention that Lessee be considered the owner of the Equipment for federal income tax purposes. 7. TITLE TO EQUIPMENT; SECURITY INTEREST. Upon shipment of the Equipment to Lessee hereunder, title to the Equipment will vest in Lessee; provided, however, that (i) in the event of termination of this Lease by Lessee pursuant to Section 5 hereof; (ii) upon the occurrence of an Event of Default he,eunder, and as long as such Event of Default is continuing; or (iii) in the event that the purchase option has not been exercised prior to the Expiration Date, title will immediately vest in Lessor or its Assignee. In order to secure all of its obligations hereundmr. Lessee hereby (i) grants to Lessor a first and prior security interest in any and all ,ight, title and interest of Lessee in the Equipment and in all add|donm, attaohnnente, ecoeom|ona, and substitutions therotn, and on any proceeds therefrom; (ii) agrees that this Lease may be filed as a financing statement evidencing such security interest; and (iii) agrees to execute and deliver all financing statements, certificates of title and other instruments necessary or appropriate to evidence such security interest. 8. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equipment and shall comply with all laws, urdinennes, insurance policies and regulations relating to, and will pay all umota, c|ainns, damageo, fees and charges arising out of the poaseoaion, use or maintenance of the Equipment. Lessee, at its expense will keep the Equipment in good repair and furnish all parts, mechanisms and devices required therefor. 9. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such o}terahono, additions or improvements may be readily removed without damage to the Equipment. 10. LOCATION; INSPECTION. The Equipment will not be removed from, [or if the Equipment consists of rolling stock, its permanent base will not be changed from] the Equipment Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation. 11. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Lease. Lessee shall pay, when due, all charges and taxes (|ooa|, state and federal) which may now or hereafter be imposed upon the ownership, |easing, renta|, sale, purohaoe, possession or use of the Equipnnent, excluding hownver, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges and taxes when due, Lessor shall have the righ1, but shall not be ob|ige1ad, to pay said charges and taxes. If Lessor pays any charges or taxes, Lessee shall reimburse Lessor therefor within ten days of written demand. 12. RISK OF LOSS: DAMAGE; DESTRUCTION. Lessee assumes all risk of loss or damage to the Equipment from any cause whataoevar, and no such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or to perform any other obligation under this Lease. In the event of damage to any item of Equipnnent. Lessee will immediately place the same in good repair with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee at the option of Lessor will: either (a) replace the same with like equipment in good repair; or (b) on the next Lease Payment date, pay Lessor the sum of : (i) all amounts then owed by Lessee to Lessor under this Leaoe, including the Lease payment due on such date; and (ii) an amount equal to all remaining Lease Payments to be paid during the Lease Term as set forth in Schedule B. In the event that Lessee is obligated to make such payment with respect to less than all of the Equipment. Lessor will provide Lessee with the pro rata amount of the Lease Payment and the Balance Payment (as set forth in Schedule B) to be made by Lessee with respect to that part of the Equipment which has suffered the Event of Loss. 13. INSURANCE. Lessee will, at its oxpenee, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance with respect to the Equipment in such amounts, covering such riska, and with such insurers as shall be satisfactory to Lemaor, or, with Lessor's prior written consent. Lessee may self-insure against any or all such risks. All insurance covering loss of or damage to the Equipment shall be carried in an amount no less than the amount of the then applicable Balance Payment with respect to such Equipment. The initial amount of insurance required is set forth in Schedule B. Each insurance policy will name Lessee as an insured and Lessor or it's Assigns as an additional )noured, and will contain a clause requiring the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or it's Assigns as their interests may appear. Upon acceptance of the Equipment and upon each insurance renewal date. Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that Lessee has been permitted to self- ! inaure. Lessee will furnish Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation relating thereto. 14. INDEMNIFICATION. Lessee shall, to the extent permitted by law, indemnify Lessor against, and hold Lessor harmless fnonn, any and all o/aimns, ecdona, proceedingm, expenses, damages or liabilities, including attorneys' fees and court costs, arising in connection with the Equipment, including, but not limited to, its me/eotiun, purchase, de|ivery, pommemsion, use, operation, rejection, or return and the recovery of claims under insurance policies thereon. 15. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (i) aonign, transfar, p|adge, hypcthecatg, grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment or; (ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees, Lessor may assign its rights, title and interest in and to this Lease, the Equipment and any documents executed with respect to this Lease and/or grant or assign a security interest in this Lease and the Equipment, in whole or in part. Any such assignees shall have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirn, exonu1ons, administrators, successors and assigns of the parties hereto. Lessee covenants and agrees not to assert against the Assignee any claims or defenses by way of abatement, setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. No assignment or reassignment of any Lessors right, title or interest in this Lease or the Equipment shall be effective unless and until Lessee shall have received a notice of mmoignnnont, disclosing the name and address of each such assignee; pnovided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for holders of certificates of participation in the Leoae, it shall thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency agreement is no longer in effect. During the Lease Term Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with Section 149(a) of the Code, and the nagu|etione, proposed or existing, from time to time promulgated thereunder. No further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will acknowledge such assignments in writing if so requested. After notice of such ooeignment. Lessee shall name the Assignee as additional insured and loss payee in any insurance policies obtained or in force. Any Assignee of Lessor may reassign this Lease and its interest in the Equipment and the Lease Payments to any other person who, thereupon, shall be deemed to be Lessor's Assignee hereunder. 16. EVENT OF DEFAULT. The term "Event of Default^, as used herein, means the occurrence of any one or more of the following events: (i) Lessee fails tomake any Lease Payment (or any other poymennaoi\ beoornemdue inaccordance with the terms ofthe Lease, and any such failure nondnumafor ten (1O) days a�� rthe due date thereof; (ii) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by Lessor; (iii) the discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in writing over delivered by Lessee pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect; (iv) proceedings under any bankruptcy, inoo|vency, reorganization or similar legislation shall be instituted against or by Lessee, or a receiver or similar officer shall be appointed for Lessee or any of its property, and such proceedings or appointments shall not be vacated, or fully stayed, within twenty (20) days after the institution or occurrence thereof; or (v) an attachment, levy or execution is threatened or levied upon or against the Equipment. 17. REMEDIES. Upon the occurrence of an Event of Default, and as long as such Event of Default is nontinuinO. Lessor may, at its option, exercise any one or more of the following remedies: (i) by written notice to Looaaw, declare all amounts then due under the Leaoe, and all remaining Lease Payments due during the Fiscal Year in effect when the default occurs to be immediately due and payable, whereupon the same shall become immediately due and payable; (ii) by written notice to Lessee, request Lessee to (and Lessee agrees that it will), at . . Lessee's oxpenoe, promptly return the Equipment to Lessor in the manner set forth in Section 5 hereof, or L*nsor, at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same; (iii) sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for all Lease Payments and other amounts due prior to the effective date of such selling, leasing or subleasing and for the difference between the purchase price, rental and other amounts paid by the purchaser, Lessee or sublessee pursuant to such sale, lease or sublease and the amounts payable by Lessee hereunder; and (iv) exercise any other right, remedy or privilege which may be available to it under applicable laws of the state of the Equipment Location or any other applicable law or proceed by appropriate court action to enforce the terms of the Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor. 18. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee to Lessor, and provided that no Event of Default has occurred and is continuing, or no event, which with notice or lapse of time, or both could become an Event of Default, then exists, Lessee will have the right to purchase the Equipment on the Lease Payment dates set forth in Schedule B by paying to Lessor, on such date, the Lease Payment then due together with the Balance Payment amount set forth opposite such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee as is, without warranty, express or implied, except that the Equipment is free and clear of any liens created by Lessor. 19. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notice shall be deemed to have been received five days subsequent to such mailing. 20. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. 21. GOVERNING LAW. This Lease shall be construed in accordance vvith, and governed by the laws of, the state of the Equipment Location. 22' DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Laauor, such other documents and information as are reasonably necessary with respect to the transaction contemplated by this Lease. 23. ENTIRE AGREEMENT; WAIVER. This Leeao, together with the Delivery and Acceptance Certificate and other attachments hereto, and other documents or instruments executed by Lessee and Lessor in connection herewith, constitutes the entire agreement between the parties with respect to the Lease of the Equipment, and this Lease shall not be mnodifimd, annendad, a|h*nad, or changed except with the written consent of Lessee and Lessor. Any provision of the Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof. 24. EXECUTION IN COUNTERPARTS.This Lease may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. r,01 IN WITNESS WHEREOF,the parties have executed this Agreement as of the 7th day of Sept. , 200k LESSEE: LESSOR: CITY OF REDLANDS, CA MOTOROLA, INC. 0A4L.By: B , j ..* bdi Title: san Peppier, Mayor Title: 1140(Vr-0k V P Attest: - /1"-- "Y: Lore Poyze,, / 1 ,y Clerk OPINION OF COUNSEL With respect to that certain Equipment Lease-Purchase Agreement dated 9/7/04 by and between Motorola, Inc. and the Lessee, I am of the opinion that: (i) the Lessee is, within the meaning of Section 103 of the Internal Revenue Code of 1986, a state or a fully constituted political subdivision or agency of the State of the Equipment Location described in Schedule A hereto; (ii) the execution, delivery and performance by the Lessee of the Lease have been duly authorized by all necessary action on the part of the Lessee, (III) the Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; and (iv) Lessee has sufficient monies available to make all payments required to be paid under the Lease during the current fiscal year of the Lease, and such monies have been properly budgeted and appropriated for this purpose in accordance with State law. Daniel J. McHugh\ - Attorney for CITY OF REDLANDS, CA CERTIFICATE OF INCUMBENCY I. Lorrie Poyzer do hereby certify that I am the duly elected or (Signature y/Clerk) appointed and acting Secretary or Clerk of the CITY OF REDLANDS, CA , an entity duly organized and existing under the laws of the State of California that I have custody of the records of such entity, and that, of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holdi offices set forth opposite of 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 enter into that certain Equipment Lease Purchase Agreement number 22581 dated 9/7/04 , and Schedule A number 22581 dated 9/7/04 , between CITY OF REDLANDS, CA and Motorola, Inc.. Name Title Signat re Susan Peppler Mayor (Individual who signed Lease documents should be listed/here • d sign where ap:it:able) IN WITNESS WHEREOF,I have executed this certificate and affixed the seal of CITY OF REDLANDS, CA , hereto this 7th day of September , 2004. By: v • .2 (Signa c of aciiiiry/C ) Lo rie Poyzer, Cy Clerk SEAL SCHEDULE A EQUIPMENT LEASE-PURCHASE AGREEMENT Schedule A 22581 Lease Number: This Equipment Schedule dated as of 9/7/04 is being executed by MOTOROLA, INC. ("Lessor") am CITY OF REDLANDS, CA (Lessee"), as a supplement to, and is hereby attached to and made a part of that certain Equipment Lease-Purchase Agreement Number 22581 dated as of 9/7/04 ("Lease"), between Lessor and Lessee. Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and leases from Lessor under and pursuant to the Lease, subject to and upon the terms and conditions set forth in the Lease and upon the terms set forth below, the following items of Equipment QUANTITY DESCRIPTION (Manufacturer, Model, and Serial Nos.) Refer to attached Equipment List. Equipment Location: CA • Initial Term: 36 Months Commencement Date: 9/7/2004 First Payment Due Date: 12/1/2004 12 Quarterly Payments of $9,828.99 as outlined in the attached Schedule B, plus Sales/Use Tax of$0.00, payable on the Lease Payment Dates set forth in Schedule B. EXECUTED as of the date first herein set forth. LESSEE: LESSOR: CITY OF REDLANDS, CA Motorola,Inc. Or By: . . ._ By-) r Title: Susan Peppier, Mayor Title: f ,`Fc1-v t? Attest: B y: ftprie Poyzr ,yCity Clerk [1.0 ( CITY OF REDLANDS POLICE DEPARTMENT ASTRO PORTABLE XTSS000 ATTENTION: DENISE AUSHERMAN QTY MODEL DESCRIPTION PORTABLE 30 HI8UCH9PW7 ASTROXTS5000ffl 800/700MHZ, 512 MODES 30 Q241 ANALOG OPERATION 30 1437 SMARTNET SYSTEM 30 14ls149031 SPARE BATTERY 30 14885 EXTENDED WARRANTY 30 NTN18 73 CHARGER 30 NMN6193 SPEAKER MIC 08/06/2004 Page 1 City of Redlands (Schedule B) ,'. Compound Period .........: Quarterly Nominal Annual Rate .... : 6.269 `)/0 1 Effective Annual Rate ... : 6.418 % Periodic Rate ..................: 1.5673 °A Daily Rate ..............,.........: 0.01718 % I CASH FLOW DATA 1 Event Start Date Amount Number Period End Date ____..... 1 Loan 09/07/2004 106,875.00 1 2 Payment 12/01/2004 9,828.99 12 Quarterly 09/01/2007 AMORTIZATION SCHEDULE - Normal Amortization Date Payment Interest Principal Balance Loan 09/07/2004 106,875.00 1 12/01/2004 9,828.99 1,560.27 8,268.72 98,606.28 2004 Totals 9,828.99 1,560.27 8,268.72 2 03/01/2005 9,828.99 1,545.41 8,283.58 90,322.70 3 06/01/2005 9,828.99 1,415.58 8,413.41 81,909.29 4 09/01/2005 9,828.99 1,283.72 8,545.27 73,364.02 5 12/01/2005 9,828.99 1,149.80 8,679.19 64,684.83 2005 Totals 39,315.96 5,394.51 33,921.45 6 03/01/2006 9,828.99 1,013.77 8,815.22 55,869.61 7 06/01/2006 9,828.99 875.62 8,953.37 46,916.24 8 09/01/2006 9,828.99 735.29 9,093.70 37,822.54 9 12/01/2006 9,828.99 592.77 9,236.22 28,586.32 2006 Totals 39,315.96 3,217.45 36,098.51 10 03/01/2007 9,828.99 448.02 9,380.97 19,205.35 11 06/01/2007 9,828.99 301.00 9,527.99 9,677.36 12 09/01/2007 9,828.99 151.63 9,677.36 0.00 2007 Totals 29,486.97 900.65 28,586.32 Grand Totals 117,947.88 11,072.88 106,875.00 i ij N t'q m 431 Schedule B (continued) 1.0 0 i INITIAL INSURANCE REQUIREMENT: $106,875.00 Except as specifically provided in Section five of the Lease hereof,Lessee agrees to pay to Lessor or its assignee the Lease Payments,including the interest portion,in the amounts and dates specified in the above payment schedule, LESSEE: LESSOR: CITY OF REDLANDS,CA Motorola,Inc. ir) By: y 1/1 , ,t,„--- ., - _ — ziltia By: Title: S ;.an Peppier, Mayor Title: (O4t ry I e— ti: P Date: September 7, 2004 Date: Vii li 0 V Attest: ) By: is,)„,,,,,,,, . • (,,,,,9,-*...;,..„fr,e_k_i rrie Poyz!r/C* y Clerk _ . 1 I Bank Qualified LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED TAX-EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 65(b)(3)OF THE CODE,THAT IT HAS NOT DESIGNATED MORE THAN$10,000,000 C ITS OBLIGATIONS AS QUALIFIED TA. -E ..EIVIPT OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX- EXEMPT OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED $10,000,000. Lessee: CITY OF REDLANDS, CA By: / Title Susan Peppier, Mayer Attest: Y L rie Foyze It Clerk , f rr Instructions for 8038-G: On 8038-G forms, the below described lines need to be filled out by the Lessee: 1. Line No. 2: Fill in the Lessee's EIN number (a.k.a. "Federal Tax I.D. Number"). (An issuer that does not have an EIN should apply for one on Form SS-4, Application for Employer Identification Number. This form may be obtained from most IRS and Social Security Administration offices. File Form SS-4 according to the instructions on that form. If the EIN has not been received by the date of filing the 8038-G, write "Applied for" in the space for the EIN). 2. Line No.4: After the preprinted G 2004, enter two self-designated numbers. Number reports consecutively during any calendar year(e.g., 334, 335, etc.). This is your internal tracking of tax-exempt issues during the calendar year. 3. Line No. 9: State the name and the title for the legal representative the IRS may call for more information. The legal representative is the person who will be contacted if there are any questions with respect to the IRS form 8038-G and the transaction reported. Typically this person is employed by the issuer and is the same person who signs the IRS Form 8038-G. 4. Line No. 10: State the telephone number of the person listed in line 9. Form 8038-G Information Return for Tax-Exempt Governmental Obligations (Rev. November 2000) ► Under Internal Revenue Code Section 149(e) OMB No. 1545-0720 ► See separate instructions Dapannwre d the Truauy Caution: Use Form 8038-GC if the issue price is under$100,000 Uaamat Revenue Se vice Part I Reporting Authority If Amended Return.Check here 1 Issuers name 2 Issuer's employer Identification CITY OF REDLANDS, CA 95-6000766 3 Number and street(or P.O.box if mail is not delivered to Street address) Room/suite 4 Report number 212 Brookside G 2004- 5 City,town,or post office,state,and ZIP code 6 Date of Issue Redlands,CA 92373 9/7/2004 7 Name of issue 8 CUSIP number Equipment Lease Purchase Agreement#22581 N/A 9 Name and title of officer or legal representative whom the IRS may 10 Telephone number of officer or legal representative Susan Peppler, Mayor (909) 798-7595 Part II Type of Issue(check applicable box(es)and enter the issue price)See Instructions and attach schedule 11 : Education 11 12 ❑ Health and hospital 12 13 ❑ Transportation 13 14 ❑ Public safety 14 106,875.00 15 ❑ Environment(including sewage bonds) 15 16 E Housing . . . . 16 17 C Utilities 17 18 ❑ Other. Describe(see instructions) 18 19 If obligations are TANs or RANs,check box / ❑ If obligations are BANs,check box ► C❑ 20 If obligations are in the form of a lease or installment sale,check box / Part III Description of Obligations (Complete for the entire issue for which this form is being filed) (a)Final Maturity date (b)Issue Price (c)Stated redemption (d)Weighted (e)Yield price at maturity average maturity 21 9-1-2007 106,875.00 ' N/A 3 years 6.269% Part IV Uses of Proceeds of Bonds Issue(including underwriters' discount) N/A 22 Proceeds used for accrued interest 22 0. 23 Issue Price of entire issue(Enter amount from line 21,column(b) 23 106,875.00 24 Proceeds used for bond issuance costs(including underwriters'discount) 24 25 Proceeds used for credit enhancement 25 26 Proceeds allocated to reasonably require reserve or replacement fund . . . . . . . . . . . . . . 26 27 Proceeds used to currently refund prior issues 27 28 Proceeds used to advance refund prior issues 28 29 Total(add lines 24 through 28) 29 30 Nonrefundin proceeds of the issue(subtract line 29 from line 23 and enter amount here) 30 Description of Refunded Bonds(Complete this part only for refunding bonds.) N/A 31 Enter the remaining weighted average maturity of the bonds to be currently refunded / yea 32 Enter the remaining weighted average maturity of the bonds to be advanced refunded . . . . . . . . . . . . . . . . . . yea 33 Enter the last date on which the refunded bonds will be called 34 Enter the dates(s)the refunded bonds were issued Part VI Miscellaneous N/A 35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract(see instructions) 36a b Enter the final maturity date of the guaranteed investment contract 37 Pooled financings:a Proceeds of this issue that are to be used to make loans to other governmental units 37a b If this issue is a loan made from the proceeds of another tax-exempt issue,check box ' ❑ and enter the name of the issuer and the date of the issue 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(smaller issuer exception),check box L 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box / 40 If the issuer has identified a hedge,check box 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 Please belief,they are true,correct and •fete. Sign Here / ,WIIA 9/7/2004 1 Susan Peppier, Mayor Si.nature of I• 's authorized representative f Date Type or print name and title EVIDENCE OF INSURANCE Fire, extended coverage,public liability and property damage insurance for all of the Equipment listed on Schedule A number 2258 dated 9/7/04 to that certain Equipment Lease Purchase Agreement number 22581 dated 9/7/04 will be maintained b, the CITY OF REDLANDS, CA as stated in the Equipment Lease Purchase Agreement. This insurance shall name MOTOROLA,INC.or its assignee as additional insured and loss payee for the term of the Schedule A number 22581 dated 9/7/04 This insurance is provided by: Name of insurance provider Address of insurance provider City,State and Zip Code Phone number of insurance provider In accordance with the Equipment Lease Purchase Agreement Number 22581 , CITY OF REDLANDS, CA , hereby certifies that following coverage are or will be in full force and effect: Type Amount Effective Expiration Policy Date Date Number Fire and Extended Coverage Property Damage Public Liability Lessee: CITY OF REDLANDS,CA 11111 By: u n Peppler Its: M.., or Date: September 7. 20114 Attest: By: L• rie Poyzetio ity Clerk MDATE ACORDTM CERTIFICATE OF PROPER Y U ANCE oz/zooa PRODUCER (909)793-2373 FAX (909)798-6983 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Davis & Graeber Insurance Services, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 470 E. Highland Ave. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P.O. Box 40 COMPANIES AFFORDING COVERAGE Redlands, CA 92373 COMPANY Federal Insurance Co. Attn Roberta Reeves CISR Ext A INSURED COMPANY Pacific Ins Co Ltd City of Redlands e Finance Department P.O. Box 3005 COMPANY Redlands, CA 92373 COMPANY D ' „i u t p s z r t �' >a,^, tit rue t t`/',; r".+ g' , d°t tturrw t.,Y ,w „xr:.. t t 2 F t r d' i�P t ,� s s +,, .��'t o r, t k r,ne' p r t g �. M� C(�VEEZAG�3 i�, r,, , . .;� �,, .� .. � I, , r�x,�, ��,. � ,�;�Ytxf x�F. � , t i r t_ THIS IS TO CERTIFY THAT 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 CERTIFICATE 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. TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION COVERED PROPERTY LIMITS LTR DATE(MM/DD/YY) DATE(MM/DD/YY) X PROPERTY 35819569 11/01/2003 11/01/2004 BUILDING $ CAUSES OF LOSS PERSONAL PROPERTY $ BASIC X BUSINESS INCOME $ 4,200,000 BROAD EXTRA EXPENSE $ A X SPECIAL X BLANKET BUILDING $ 59,686,825 EARTHQUAKE X BLANKET PERS PROP $ 9,779,960 FLOOD BLANKET BLDG&PP $ X Replacement Cost X Deductible $ 10,000 $ 0 INLAND MARINE $ TYPE OF POLICY $ $ CAUSES OF LOSS $ NAMED PERILS $ OTHER $ CRIME $ TYPE OF POLICY $ BOILER&MACHINERY $ X OTHER ZG0027682 11/01/2003 11/01/2004 Earthquake -Fld 5,000,00C DIC - Difference in EQ Ded. 5% or 50,000 max B Condition including Fld Ded. 2% or $50,000max Earthquake & Flood CA IONket OF PREMISLocatioES/DrSCns:RIPTIO OF PROP RTY - Lity o Redlands Blan SPECIAL CONDITIONS/OTHER COVERAGES Re: Lease purchase agreement contract # 22581 *10 Day Notice of Cancellation for non payment of premium CERTIFICATE HOLDER _ CANCELLATION- SHOULD ANC LLATIONSHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL Motorola Credit Corp *30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Attn: Paul Mecaskey 5th Floor (SH 5-B) BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBUGATION OR LIABILITY 1301 E. Algonquin Road OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES. Schambu rg, IL 60196 AUTHORIZED REPRESENTATIVE Ross Jones/RLR ACORD 24(1I951 ©ACORD CORPORATION 1995 (M ATE'ACORD,, CERTIFICATE OF LIABILITY INSURANCE DATE ATE WD2004 PRODUCER (909)793-2373 FAX (909)798-6983 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Davis & Graeber Insurance Services, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 470 E. Highland and Ave. HOLDER.THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 9 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P.O. Box 40 Redlands, CA 92373 INSURERS AFFORDING COVERAGE NAIC# INSURED City of Redlands INSURER A: Genesis Insurance Company P. 0. Box 3005 INSURERS: Arch Specialty Ins Co Redlands, CA 92373 INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDIN1 ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE 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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY EFFECTIVE POLICY EXPIRATION LTR INSRU TYPE OF INSURANCE POLICY NUMBER DATE lMM/DD/YY1 _ DATE IMM/DD/YYL LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ PRFMISFS(Fe arnirenre) CLAIMS MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY PRO ^ LOC ECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per acadent) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY YXB300948A 07/01/2004 07/01/2005 EACH OCCURRENCE $ 5,000,000 X OCCUR CLAIMS MADE AGGREGATE $ 5,000,000 A $ DEDUCTIBLE $ X RETENTION $ 500,000 WORKERS COMPENSATION AND WR STATUS OTH- EMPLOYERS'LIABILITY TORY 1 IMITS FR ANY PROPRIETOR/PARTNER/EXECUTIVE E.L..EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $ N yes,describe under SPECIAL PROVISIONS below E.L.DISEASE POLICY LIMIT $ OTHER UXP000023300 07/01/2004 07/01/2005 $5,000,000 each Occurrence Excess Liability over B $5,000,000 Aggregate Primary Policy DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS e: Lease purchase agreement per contract # 22581 dditional insured included per policy form, as required by contract • Special Excess Liability covering Auto,General Liability,Law Enforcement & Public Official Liability • 10 Day Notice of Cancellation for non payment of premium CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL Motorola Credit Corp *30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Attn: Paul Mecaskey 5th Floor (SH5-B) BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 1301 E. Algonquin Road OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. Schamburg, IL 60196 AUTHORIZED REPRESENTATIVE Ross Jones/RLR ACORD 25(2001/08) ©ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed.A statemen t on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing inxuver(o), authorized representative or producer, and the certificate ho|dor, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25(2001/08) •, STATEMENT OF ESSENTIAL USE/SOURCE OF FUNDS To further understand the essential governmental use intended for the equipment together with an understandir of the sources from which payments will be made, please address the following questions by completing this form or by sending a separate letter: 1. What is the specific use of the equipment? Law Enforcement 2. Why is the equipment essential to the operation of CITY OF REDLANDS, CA? Radios are critical for communication with field personnel and public safety. Equipment must be compatible with city's current radio system. 3. Does the equipment replace existing equipment? Yes If so, why is the replacement being made? New radios will replace front line units. Older radios will be retained as spares and parts replacement. 4. Is there a specific cost justification for the new equipment? Yes If yes, please attach outline of justification. Radios are ceitical for communication with field personnel and for public safety. Equipment must be compatible with city's curr:ent radio system 5. What is the expected source of funds for the payments due under the Lease tor the current fiscal year and future fiscal years? Council approved expediture using city general funds. Lessee: CITY OF REDLANCA By: 1/4/ , • • /Susan Peppler Its: M. or Date: September 7. 2004 Attest: By: , Lor 'e Poyzerl, y Clerk EQUIPMENT LEASE PURCHASE AGREEMENT DELIVERY AND ACCEPTANCE CERTIFICATE The undersigned Lessee hereby acknowledges receipt of the Equipment described below ("Equipment") and Lessee hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes of lease Schedule A to the Equipment Lease Purchase Agreement executed by Lessee and Lessor. Equipment Lease Purchase Agreement Date: September 7. 2004 Lease Schedule A Date: September 7. 2004 Equipment Lease Purchase Agreement No.: p2581 Lease Schedule A No. : 22581 EQUIPMENT INFORMATION QUANTITY MODEL NUMBER EQUIPMENT DESCRIPTION Equipment referenced in lease Schedule A# 22581 dated 9/7/04 . See Schedule A for a detailed Equipment List. LESSEE: CITY OF REDLANDS. CA By: 'Sun Peppier, Ma Date: September 7, 2004 Attest: By Lorri• Poyzer, 4I4 Clerk