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HomeMy WebLinkAbout05-05-2020 San Luis Obispo Lease Agreement with Motorola - Purchase Packet CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 4/22/20 City of San Luis Obispo 990 Palm Street San Luis Obispo CA 93401 RE: Municipal Lease # 24831 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 #24831 are valid for contracts that are executed and returned to Motorola on or before May 15, 2020. After 5/15/20, 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 Solutions Credit Company LLC Attn: Bill Stancik / 44th Floor 500 W. Monroe Chicago IL 60661 Should you have any questions, please contact me at 847-538-4531. Thank You, MOTOROLA SOLUTIONS CREDIT COMPANY LLC Bill Stancik CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 LESSEE FACT SHEET Please help Motorola provide excellent billing service by providing the following information: 1. Complete Billing Address City of San Luis Obispo _________________________________________ E-mail Address: _________________________________________ Attention: _________________________________________ Phone: _________________________________________ 2. Lessee County Location: _________________________________________ 3. Federal Tax I.D. Number _________________________________________ 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: ________________________ 5. Equipment description that you would like to appear on your invoicing:_________________________________________ Appropriate Contact for Documentation / System Acceptance Follow-up: 6. Appropriate Contact & _______________________________________ Mailing Address _______________________________________ _________________________________________ _________________________________________ Phone: _________________________________________ Fax: __________________________________________ 7. Payment remit to address: Motorola Solutions Credit Company LLC P.O. Box 71132 Chicago IL 60694-1132 Thank you IT Accounts Payable Miguel Guardado 805-781-7017 San Luis Obispo California 95-6000-781 N/A Motorola Public Safety Radios Miguel Guardado 990 Palm Street San Luis Obispo, CA 93401-3249 805-781-7017 IT_AP@slocity.org CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 EQUIPMENT LEASE-PURCHASE AGREEMENT Lease Number: 24831 LESSEE: LESSOR: City of San Luis Obispo Motorola Solutions, Inc. 990 Palm Street 500 W. Monroe San Luis Obispo CA 93401 Chicago IL 60661 Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the equipment and/or software described in Schedule A attached hereto ("Equipment") in accordance with the following terms and conditions o f 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 attached heretoand 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 set -off, defense, counterclaim, 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 a request for appropriation for funds from which the Lease Payments may be made will be request ed each fiscal period, including making provisions for such payment to the extent necessary in each budget submitted for the purpose of obtaining funding. It is Lessee's intent to make Lease Payment for the full Lease Term if funds are legally available t herefor 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 either (a) by exec uting and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor; or (b) by executing and delivering the form of acceptance provided for in the Contract (as defined in section 4.). 4. REPRESENTATIONS AND WARRANTIES. Lessor acknowledges that the Equipment leased hereunder is being manufactured and installed by Lessor pursuant to contract (the "Contract") covering the Equipment. Lessee acknowledges that on or prior to the date of accepta nce 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 SETTLE 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 CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 DAMAGE OR LOST PRODUCTION WHETHER SUFFERED BY LESSEE OR ANY THIRD PARTY. NOTHING CONTAINED HEREIN SHALL PRECLUDE THE LESSEE FROM ENFORCING THE 3 YEAR ESSENTIAL WARRANTY BASED OFF QUOTE SLO RADIO PACKAGE 2020 AGAINST MOTOROLA SOLUTIONS, INC. AS THE EQUIPMENT VENDOR. 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 contrary, Lessee has the right to not appropriate funds to make Lease Payments required hereunder in any fiscal period and in the event no funds are appropriated or in the event funds appropriated by Lessee's governing body or otherwise available by any lawful means whatsoever in any fiscal period of Lessee for Lease Payments o r 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 termination, 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 continenta l United States designated by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Non - appropriation of funds shall not constitute a default hereunder for purposes of Section 16. 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 ( the "Code"); (iii) the execution, delivery and performance by the Lessee of this Lease have been duly authorized by all necessary action o n the part of the Lessee; (iv) this Lease constitutes a legal, 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 Internal Revenue Code of 1986 (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 act allow, the interest portion of the Lease Payment 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 Equipment during the Lease Term. Lessee represents, covenants and warrants that: (i) it will do or cause to be done all things necessary to preserve and keep the Lease in full force and effect, (ii) it has complied with all laws relative to public bidding where necessary, 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 A greement, 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 (includin g, without limitation, 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. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 It is Lessor’s and Lessee’s intention that this 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 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 subject to any applicable license; 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 hereunder, and as long as such Event of Default is continuing; or (iii) in the event that the pur chase option has not been exercised prior to the Expiration Date, title will immediately vest in Lessor or its Assignee , and Lessee shall immediately discontinue use of the Equipment, remove the Equipment from Lessee’s computers and other electronic devices and deliver the Equipment to Lessor or its Assignee. In order to secure all of its obligations hereunder, Lessee hereby (i) grants to Lessor a first and prior security interest in any and all right, title and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, 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, ordinances, insurance policies, the Contract, any licensing or other agreement, and regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of the possession, use or maintenance of the Equipment . Lessee, at its expense will keep the Equipment in good repair and furnish and/or install all parts, mechanisms, updates, upgrades 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 alterations, 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 c harges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, licensing, leasing, rental, sale, purchase, possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, 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 whatsoever, 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 Equipment, 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 (an “Event of Loss”) , Lessee at the option of Lessor will: either (a) replace the same with like equipment in good repair; or (b) on the ne xt Lease Payment date, pay Lessor the sum of : (i) all amounts then owed by Lessee to Lessor under this Lease, 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 , subject to the City’s annual budget appropriation limit as set forth by the City Council . CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 13. INSURANCE. Lessee will, at its expense, 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 risks, and with such insurers as shall be satisfactory to Lessor, or, with Lessor's prior wr itten 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 insured, 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 a nd 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 -insure, Lessee will furnish Lessor with a letter or certificate to such effect. In the event o f 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 from, any and all claims, actions, proceedings, expenses, damages or liabilities, including attorneys' fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection, purchase, delivery, licensing, possession, 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) assign, transfer, pledge, hypothecate, 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 heirs, executors, 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 Lessor's right, title or interest in this Lease or the Equipment shall be effective unless and until Lessee shall have received a notice of assignment, disclosing the name and address of each such assignee; provided, 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 Lease, 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 agreemen t 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 regulations, 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 assignment, 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 to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of the Lease when funds have been appropriated sufficient for such purpose, and any such failure continues for ten (10) days after the 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 delivered by Lessee pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect; (iv) proceedings under any bankruptcy, insolvency, 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. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 17. REMEDIES. Upon the occurrence of an Event of Default, and as long as such Event of Default is continuing, Lessor may, at its option, exercise any one or more of the following remedies: (i) by writ ten notice to Lessee, declare all amounts then due under the Lease, and all remaining Lease Payments due during the fiscal period 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 expense, promptly discontinue use of the Equipment, remove the Equipment from all of Lessee’s computers and electronic devices, return the Equipment to Lessor in the manner set forth in Section 5 hereof, or Lessor, 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 subl essee pursuant to such sale, lease or sublease and the amounts payable by Lessee hereunder; (iv ) promptly return the Equipment to Lessor in the manner set forth in Section 5 hereof; and (v) 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 t he 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 wit h 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 with, 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 Lessor, such other documents and information as are reasonably necessary with respect to the transaction contemplated by this Lease. 23. ENTIRE AGREEMENT; WAIVER. This Lease, together with Schedule A Equipment Lease- Purchase Agreement, Schedule B, Evidence of Insurance, Statement of Essential Use/Source of Funds, Certificate of Incumbency, Certified Lessee Resolution (if any), Information Return for Tax-Exempt Governmental Obligations and 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 modified, amended, altered, 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. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 24. EXECUTION IN COUNTERPARTS. This Lease may be executed in several counterparts, either electronically or manually, all of which shall constitute but one and the same instrument. Lessor reserves the right to request receipt of a manually-executed counterpart from Lessee. Lessor and Lessee agree that the onl y original counterpart for purposes of perfection by possession shall be the original counterpart manually executed by Lessor and identified as “Original”, regardless of whether Lessee’s execution or delivery of said counterpart is done manually or electronically. IN WITNESS WHEREOF, the parties have executed this Agreement as of the _____ day of May, 2020. LESSEE: LESSOR: City of San Luis Obispo MOTOROLA SOLUTIONS, INC. By:___________________________ By:_____________________________ Title:__________________________ Title Treasurer CERTIFICATE OF INCUMBENCY I, ______________________________________ do hereby certify that I am the duly elected or (Printed Name of Secretary/Clerk ) appointed and acting Secretary or Clerk of t he City of San Luis Obispo, 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, as of the date hereof, the individual(s) executing this agreement is/are the duly elected or appointed officer(s) of such entity holding the office(s) below his/her/their respective name(s). I further certify that (i) the signature(s) set forth above his/her/their respective name(s) and title(s) is/are his/her/their true and authentic signature(s) and (ii) such officer(s) have the authority on behalf of such entity to enter into that certain Equipment Lease Purchase Agreement number24831, between City of San Luis Obispo and Motorola Solutions, Inc. If the initial insurance requirement on Schedule B exceeds $1,000,000,attached as part of the Equipment Lease Purchase Agreement is a Certified Lessee Resolution adopted by the governing body of the entity. IN WITNESS WHEREOF, I have executed this certificate and affixed the seal of City of San Luis Obispo, hereto this ______ day of May, 2020. By: ______________________________________ SEAL (Signature of Secretary/Clerk) OPINION OF COUNSEL With respect to that certain Equipment Lease-Purchase Agreement 24831 by and between Motorola Solutions, 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. This opinion may be relied upon by the Lessor and any assignee of the Lessor’s rights under the Lease. ______________________________________________________________________ Attorney for City of San Luis Obispo 5th Teresa Purrington 6th Heidi Harmon City Mayor CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 SCHEDULE A EQUIPMENT LEASE-PURCHASE AGREEMENT Schedule A Lease Number: 24831 This Equipment Schedule is hereby attached to and made a part of that certain Equipment Lease-Purchase Agreement Number 24831 ("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: Initial Term: 36 Months Commencement Date: 6/1/2020 First Payment Due Date: 6/1/2021 3 annual payments as outlined in the attached Schedule B, plus Sales/Use Tax of $0.00, payable on the Lease Payment Dates set forth in Schedule B. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 City of San Luis Obispo (Schedule B) Compound Period:Annual Nominal Annual Rate:0.000%first year Nominal Annual Rate:2.660%remaining term CASH FLOW DATA Event Date Amount Number Period End Date 1 Lease 6/1/2020 636,239.86$ 1 2 Lease Payment 6/1/2021 217,671.27$ 1 3 Rate Change 6/1/2021 Rate: 2.660 %Compounding:Annual 4 Lease Payment 6/1/2022 217,671.27$ 2 Annual 6/1/2023 AMORTIZATION SCHEDULE - Normal Amortization, 360 Day Year Date Lease Payment Interest Principal Balance Lease 6/1/2020 636,239.86$ 1 6/1/2021 217,671.27$ -$ 217,671.27$ 418,568.59$ 6/1/2021 Rate:2.66%Compounding:Annual 2 6/1/2022 217,671.27$ 11,133.92$ 206,537.35$ 212,031.24$ 3 6/1/2023 217,671.27$ 5,640.03$ 212,031.24$ -$ Grand Totals 653,013.81$ 16,773.95$ 636,239.86$ ORIGINAL ISSUE DISCOUNT: Lessee acknowledges that the amount financed by Lessor is $619,754.39 and that such amount is the issue price for this Lease Payment Schedule for federal income tax purposes. The difference between the principal amount of this Lease Payment Schedule and the issue price is original issue discount as defined in Section 1288 of the Code. The yield for this Lease Payment Schedule for federal income tax purposes is 2.66%. Such issue price and yield will be stated in the applicable Form 8038-G. INITIAL INSURANCE REQUIREMENT: $636,239.856 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. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 EVIDENCE OF INSURANCE Fire, extended coverage, public liability and property damage insurance for all of the Equipment listed on Schedule A number 24831 to that Equipment Lease Purchase Agreement number 24831 will be maintained by the City of San Luis Obispoas stated in the Equipment Lease Purchase Agreement. This insurance is provided by: _____________________________________________________ Name of insurance provider _____________________________________________________ Address of insurance provider _____________________________________________________ City, State and Zip Code _____________________________________________________ Phone number of local insurance provider _____________________________________________________ E-mail address In accordance with the Equipment Lease Purchase Agreement Number 24831 , City of San Luis Obispo , 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 __________ __________ __________ _____________________ Certificate shall include the following: Description: All Equipment listed on Schedule A number 24831 to that Equipment Lease Purchase Agreement number 24831. Please include equipment cost equal to the Initial Insurance Requirement on Schedule B to Equipment Lease Purchase Agreement number 24831 and list any deductibles. Certificate Holder: MOTOROLA SOLUTIONS, INC. and or its assignee as additional insured and loss payee 1303 E. Algonquin Road Schaumburg, IL 60196 If self insured, contact Motorola representative for template of self insurance letter. SEE ATTACHEMENTS FOR COVERAGE NFORMATION PAGES 16-18 CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 STATEMENT OF ESSENTIAL USE/SOURCE OF FUNDS To further understand the essential governmental use intended for the equipment together with an understanding 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? 2. Why is the equipment essential to the operation of City of San Luis Obispo? 3. Does the equipment replace existing equipment? If so, why is the replacement being made? 4. Is there a specific cost justification for the new equipment? If yes, please attach outline of justification. 5. What is the expected source of funds for the payments due under the Lease for the current fiscal year and future fiscal years? Public Safety Communications Provides means off communication for City of San Luis Obispo Polce and Fire. Yes The equipment has reached end of useful life and needs raplacing. Approved Council Agenda Report dated 5-5-2020 The funding will be provided through an approved Capital Fund Project. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 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 No.: 24831 Lease Schedule A No. : 24831 EQUIPMENT INFORMATION QUANTITY MODEL NUMBER EQUIPMENT DESCRIPTION Equipment referenced in lease Schedule A# 24831. See Schedule A for a detailed Equipment List. LESSEE: City of San Luis Obispo By: ______________________________________ Date: ____________________________________ CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 CERTIFIED LESSEE RESOLUTION At a duly called meeting of the Governing Body of the Lessee (as defined in Lease 24831) held on May________, 2020, the following resolution was introduced and adopted. BE IT RESOLVED by the Governing Board of Lessee as follows: 1. Determination of Need. The Governing Body of Lessee has determined that a true and very real need exists for the acquisition of the Equipment or other personal property described in the Lease between City of San Luis Obispo(Lessee) and Motorola Solutions, Inc. (Lessor). 2. Approval and Authorization. The Governing body of Lessee has determined that the Lease, substantially in the form presented to this meeting, is in the best interests of the Lessee for the acquisition of such Equipment or other personal property, and the Governing Board hereby approves the entering into of the Lease by the Lessee and hereby designates and authorizes the following person(s) referenced in the Lease to execute and deliver the Lease on Lessee’s behalf with such changes thereto as such person deems appropriate, and any related documents, including any escrow agreement, necessary to the consummation of the transactions contemplated by the Lease. 3. Adoption of Resolution. The signatures in the Lease from the designated individuals for the Governing Body of the Lessee evidence the adoption by the Governing Body of this Resolution. 5th CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 EVIDENCE OF PROPERTY COVERAGE ISSUE DATE (MM/DD/YYYY) 05/07/2020 THIS EVIDENCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BELOW. THIS EVIDENCE OF COVERAGE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. CALIFORNIA JOINT POWERS INSURANCE AUTHORITY C/O Alliant Insurance Services, Inc. P.O. Box 6450 Newport Beach, CA 92658-6450 Ph (949) 756-0271 / Fax (949) 756-2713 License #OC36861 COVERAGE AFFORDED California JPIA – Memorandum of Coverage Excess Carrier’s – Schedule on File with California JPIA MEMBER: LOAN NUMBER MEMORANDUM NUMBER B128410009W19 EFFECTIVE DATE 07/01/2019 EXPIRATION DATE 07/01/2020 CONT. UNTIL TERMINATED IF CHECKED THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION LOCATION / DESCRIPTION THIS IS TO CERTIFY THAT THE MEMORANDUM OF COVERAGE LISTED ABOVE HAS 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 EVIDENCE MAY BE ISSUED OR MAY PERTAIN, THE COVERAGE AFFORDED BY THE MEMORANDUM DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH MEMORANDUM. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE INFORMATION COVERAGE / PERILS / FORMS AMOUNT OF INSURANCE DEDUCTIBLE “All Risk” of Direct Physical Loss or Damage Including Flood – Limits Per Occurrence – Replacement Cost Subject to Memorandum Exclusions (Earthquake & Flood per schedule on file with Company ) Sub-Limits apply as follows (but not limited to): $ 10,000,000 Flood Coverage – All locations not separately insured for EQ/Flood - Annual Aggregate Limit $ 50,000,000 Course of Construction Final Contract Value - Real Property $ 25,000,000 Newly Acquired Property (reported within 60 days) unnamed locations $ 250,000 Newly Acquired Fine Arts $ 500,000 Animals $ 10,000 Limited Mold - $100,000 Limited Mold Aggregate Limit Earthquake / Flood Covered Only If Indicated on Property Schedule on file with the Company and with the Authority. $500,000,000 REMARKS (Including Special Conditions) Deductibles: Earthquake, if Purchased, 5% of Total Insurable Values Per Unit, Per Occurrence, Subject to $100,000 Minimum Per Occurrence Flood - $250,000 Flood Zones A & V per Member per Occurrence, All Other Flood Zones $100,000 per Member per Occurrence Vehicles & Telephone Equipment in Vehicles, if Purchased, Comprehensive and Collision - $2,500 Per Occurrence Emergency Vehicles if Purchased, Comprehensive and Collision - $10,000 Per Occurrence All Other Perils - $10,000 Per Occurrence CANCELLATION SHOULD THE ABOVE DESCRIBED MEMORANDUM / EXCESS CARRIER(S) BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE MEMORANDUM COVERAGE PROVISIONS. ADDITIONAL INTEREST NAME AND ADDRESS MORTGAGEE ADDITIONAL INSURED LOSS PAYEE 438BFU OTHER LOAN # AUTHORIZED REPRESENTATIVE CITY OF SAN LUIS OBISPO 990 PALM STREET SAN LUIS OBISPO, CA 93401 MOTOROLA SOLUTIONS, INC. AND OR ITS ASSIGNEE 1303 E. ALGONQUIN ROAD SCHAUMBURG, IL 60196 X AS RESPECTS EQUIPMENT LEASE-PURCHASE AGREEMENT NUMBER #24831 FOR ALL EQUIPMENT LISTED ON SCHEDULE A FROM JUNE 1, 2020 TO JUNE 1, 2023, VALUE AT $636,239.86. LENDER’S LOSS PAYABLE ENDORSEMENT 1. Loss or damage, if any, under this policy, shall be paid to the Payee named on the first page of this policy, its successors and assigns, hereinafter referred to as “the Lender”, in whatever form or capacity its interests may appear and whether said interest be vested in said Lender in its individual or in its disclosed or undisclosed fiduciary or representative capacity, or otherwise, or vested in a nominee or trustee of said Lender. 2. The insurance under this policy, or any rider or endorsement attached thereto, as to the interest only of the Lender, its successors and assigns, shall not be invalidated nor suspended: (a) by any error, omission, or change respecting the ownership, description, possession, or location of the subject of the insurance or the interest therein, or the title thereto; (b) by the commencement of foreclosure proceedings or the giving of notice of sale of any of the property covered by this policy by virtue of any mortgage or trust deed; (c) by any breach of warranty, act, omission, neglect, or non-compliance with any of the provisions of this policy, including any and all riders now or hereafter attached thereto, by the named insured, the borrower, mortgagor, trustor, vendee, owner, tenant, warehouseman, custodian, occupant, or by the agents of either or any of them or by the happening of any event permitted by them or either of them, or their agents, or which they failed to prevent, whether occurring before or after the attachment of this endorsement, or whether before or after a loss, which under the provisions of this policy of insurance or of any rider or endorsement attached thereto would invalidate or suspend the insurance as to the named insured, excluding herefrom, however, any acts or omissions of the Lender while exercising active control and management of the property. 3. In the event of failure of the insured to pay any premium or additional premium which shall be or become due under the terms of this policy or on account of any change in occupancy or increase in hazard not permitted by this policy, this Company agrees to give written notice to the Lender of such non-payment of premium after sixty (60) days from and within one hundred and twenty (120) days after due date of such premium and it is a condition of the continuance of the rights of the Lender hereunder that the Lender when so notified in writing by this Company of the failure of the insured to pay such premium shall pay or cause to be paid the premium due within ten (10) days following receipt of the Company’s demand in writing therefor. If the Lender shall decline to pay said premium or additional premium, the rights of the Lender under this Lender’s Loss Payable Endorsement shall not be terminated before ten (10) days after receipt of said written notice by the Lender. 4. Whenever this Company shall pay to the Lender any sum for loss or damage under this policy and shall claim that as to the insured no liability therefor exists, this Company, at its option, may pay to the Lender the whole principal sum and interest and other indebtedness due or to become due from the insured, whether secured or unsecured, (with refund of all interest not accrued), and this Company, to the extent of such payment, shall thereupon receive a full assignment and transfer, without recourse, of the debt and all rights and securities held as collateral thereto. 5. If there be any other insurance upon the within described property, this Company shall be liable under this policy as to the Lender for the proportion of such loss or damage that the sum hereby insured bears to the entire insurance of similar character on said property under policies held by, payable to and expressly consented to by the Lender. Any Contribution Clause included in any Fallen Building Clause Waiver or any Extended Coverage Endorsement attached to this contract of insurance is hereby nullified, and also any Contribution Clause in any other endorsement or rider attached to this contract of insurance is hereby nullified except Contribution Clauses for the compliance with which the insured has received reduction in the rate charged or has received extension of the coverage to include hazards other than fire and compliance with such Contribution Clause is made a part of the consideration for insuring such other hazards. The Lender upon the payment to it of the full amount of its claim, will subrogate this Company (pro rata with all other insurers contributing to said payment) to all of the Lender’s rights of contribution under said other insurance. 6. This Company reserves the right to cancel this policy at any time, as provided by its terms, but in such case this policy shall continue in force for the benefit of the Lender for ten (10) days after written notice of such cancellation is received by the Lender and shall then cease. 7. This policy shall remain in full force and effect as to the interest of the Lender for a period of ten (10) days after its expiration unless an acceptable policy in renewal thereof with loss thereunder payable to the Lender in accordance with the terms of this Lender’s Loss Payable Endorsement, shall have been issued by some insurance company and accepted by the Lender. 8. Should legal title to and beneficial ownership of any of the property covered under this policy become vested in the Lender or its agents, insurance under this policy shall continue for the term thereof for the benefit of the Lender but, in such event, any privileges granted by this Lender’s Loss Payable Endorsement which are not also granted the insured under the terms and conditions of this policy and/or under other riders or endorsements attached thereto shall not apply to the insurance hereunder as respects such property. 9. All notices herein provided to be give by the Company to the Lender in connection with this policy and this Lender’s Loss Payable Endorsement shall be mailed to or delivered to the Lender at its office or branch described on the first page of the policy. Approved: Board of Fire Underwriters of the Pacific, California Bankers’ Association Committee on Insurance. May 12, 2020 Bill Stancik MOTOROLA SOLUTIONS, INC. 1303 E. Algonquin Road Schaumburg, IL 60196 Member Name: City of San Luis Obispo Additional Protected Parties: MOTOROLA SOLUTIONS, INC. and or its assignee as additional insured and loss payee and Activity: Radio equipment to be leased from Motorola. Coverage Period: From 12:01 AM on 6/1/2020 to 11:59 PM on 6/30/2021 This Evidence of Coverage is issued on an annual basis and will be automatically reissued every June until expiration of the written contract. The City of San Luis Obispo (Member) along with other California public agencies, is a member of the California Joint Powers Insurance Authority (California JPIA), and participates in the following self -insurance and commercial insurance program that is administered by the California JPIA for its members: Excess Liability Program, Including Automobile Liability Coverage Limit: $1,000,000 per occurrence Annual Aggregate Limit: $1,000,000 On behalf of the Member, the California JPIA agrees to include the above -named additional Protected Parties as Protected Parties under the Memorandum of Coverage - Excess Liability Program, subject to the above-stated limits, but only for "Occurrences" arising out of the described activity, during the described Coverage Period, and where required under the terms of a written agreement between the Member and the additional Protected Parties . The California JPIA will endeavor to provide at least thirty (30) days notice of any change in the foregoing information. If the written agreement requires, coverage shall be primary. Coverage is subject to all the terms, Definitions, Exclusions, Co nditions and Responsibilities of the Memorandum of Coverage - Excess Liability Program and the Limits of Coverage stated above. Any injury or damage caused by the sole negligence of the additional Protected Party named above is not covered. Sincerely, Jim Thyden Insurance Programs Manager cc: Amy Fletcher, San Luis Obispo, afletcher@slocity.org Candace Havens, San Luis Obispo, chavens@slocity.org