CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
December 4, 2024
CITY OF SAN PABLO
Enclosed for your review, please find the Municipal Lease documentation in connection with the radio equipment to be lease purchased from Motorola Solutions Inc. The interest rate and payment streams outlined in Equipment Lease Purchase Agreement #25575 are valid for contracts that are executed and returned on or before December 20, 2024. After 12/20/24, the Lessor reserves the option to re-quote and re-price the transaction based on current market interest rates.
Once complete, a set with ORIGINAL "wet" signatures should be returned to me at the address below:
Motorola Solutions Credit Company LLC
Attn: Sam Gainer / 44
th Floor
500 W. Monroe
Chicago, IL 60661
To help expedite the order process, I can work off a scanned copy with the originals to follow.
Please scan prior to mailing & keep a copy for your records.
Should you have any questions, please contact me at 847-538-3707.
Thank You,
MOTOROLA SOLUTIONS CREDIT COMPANY LLC
Sam Gainer
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
LESSEE FACT SHEET
Please help Motorola Solutions Inc. provide excellent billing service by providing the following information:
1. Complete Billing Address CITY OF SAN PABLO
_________________________________________
________________________________________
Attention: _________________________________________
Phone: _________________________________________
E-mail: _________________________________________
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
_______________________________________
_________________________________________
_________________________________________
E-mail: _________________________________________
Phone: _________________________________________
Fax: __________________________________________
7. Payment remit to address: Motorola Solutions Credit Company LLC P.O. Box 71132
Chicago IL 60694-1132
Thank you
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
EQUIPMENT LEASE-PURCHASE AGREEMENT
Lease Number: 25575
LESSEE: LESSOR:
CITY OF SAN PABLO Motorola Solutions, Inc.
1000 Gateway Avenue 500 W. Monroe
San Pablo, CA 94806 Chicago, IL 60661
Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the equipment, software, upgrades of same, extended warranties and other support, and other personal property described in Schedule A 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 attached hereto 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 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 requested each fiscal period, including making provisions for such payment to the exte nt 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 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 either (a) by executing 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 (defined below).
Even if Lessee has not executed and delivered to Lessor a Delivery and Acceptance Certificate or other form of acceptance acceptable to Lessor, 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 delive red and is operational as if Lessee had in fact executed and delivered to Lessor a Delivery and Acceptance Certificate or other form acceptable to Lessor.
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
4. REPRESENTATIONS AND WARRANTIES. Lessee acknowledges that the Equipment leased hereunder is be ing manufactured and installed by Motorola Solutions, Inc. (or one of its wholly owned subsidiaries) pursuant to contract (the "Contract") covering the Equipment. Lessee acknowledges that on or prior to the date of acceptance of the Equipment, Lessor inte nds 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 DAMAGE OR LOST PRODUCTION WHETHER SUFFERED BY LESSEE OR ANY THIRD PARTY.
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 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 otherw ise available. The Lessee will immediately notify the Lessor or its Assignee of such occurrence. In the event of such termination, Lessee agrees to promptly discontinue use of the Equipment, remove or delete any software which is part of the Equipment fr om all of Lessee’s computers and electronic devices, and 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. 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 d uly authorized by all necessary action on 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 o f 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; (ix) Lessee will be the only entity to own, use and operate the Equipment during the Lease Term ; and (x) Lessee agrees that the Equipment shall be and remain personal property notwithstanding the manner in which the same CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
may be attached or affixed to realty, and Lessee shall do all acts and enter into all agreements necessary to insure that the Equipment remains personal property.
Lessee represents, covenants and warrants that: (i) it will do or cause to be done al l 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 Agreement, 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 compensa te such owner or owners for the loss of such excludibility (including, 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.
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 (other than any intellectual property rights in the software comprising part of 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; or (ii) upon the occurrence of an Event of Default hereunder, and as long as such Event of Default is continuing, 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 substitutio ns 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 it s use and operation.
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
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 (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 next Lease Payment date, pay Lessor the sum of : (i) al l 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 E quipment which has suffered the Event of Loss.
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 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 i n 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 its 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 its 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-insure, 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 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 us ed by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Lease, the CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
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 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 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 Assi gnee 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 i n 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 Le ssee, 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 continuing, Lessor may, at its option, exercise any one or more of the fol lowing remedies: (i) by written 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 bec ome 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 sublessee 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 t o 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 CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
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 Le ase 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 (other than any intelle ctual property rights in the software comprising part of 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.
18.1 PARTIAL PAYMENT/PURCHASE OPTION – GRANT FUNDING. Upon thirty (30) days prior written notice from Lessee to Lessor, and provided 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 make a partial payment against the Lease one time per calendar year at an amount no less than $175,000.00 SO LONG AS SUCH PAYMENT IS BEING MADE FROM A FEDERAL GRANT FUNDING AWARD and upon Lessor’s request, Lessee will provide Lessor certification of such. Application of said payment shall first be applied to accrued interest with the remainder going against the principal. Should Lessee make such payment, all remaining Lease Payments will be adjusted accordingly over the remainder of the Lease Term and Lessor shall provide to Lessee a revised Schedule B. Any reduction in outstanding principal can be viewed as the Lessee obtaining a greater equity position in the Lease subject to Lessor’s rights pursuant to the other terms of this Lease.
19. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested or sent electronically via email, to the other party at its address set forth herein or at such address as the party may provide in writing or electronically from time to time. If mailed, 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 only 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.
*** SIGNATURE PAGE TO FOLLOW ***
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
IN WITNESS WHEREOF, the parties have executed this Agreement as of the 1st day of January, 2025.
LESSEE: LESSOR:
CITY OF SAN PABLO MOTOROLA SOLUTIONS, INC.
By:________________________________ By:_____________________________
Print Name: _________________________
Title:_______________________________ Title:____________________________
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 the CITY OF SAN PABLO, 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 number 25575, between CITY OF SAN PABLO 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 PABLO, hereto this
________ day of ____________________________, 2024.
By: ______________________________________
(Signature of Secretary/Clerk) SEAL
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
OPINION OF COUNSEL
With respect to that certain Equipment Lease-Purchase Agreement 25575 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 PABLO
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
SCHEDULE A
EQUIPMENT LEASE-PURCHASE AGREEMENT
Schedule A
Lease Number:
25575
This Equipment Schedule is hereby attached to and made a part of that certain Equipment Lease- Purchase Agreement Number 25575 ("Lease"), between MOTOROLA SOLUTIONS INC. ("Lessor") and CITY OF SAN PABLO (“ 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: 84 Months Commencement Date: 1/1/2025
First Payment Due Date: 1/1/2026
7 consecutive 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
Lessee: CITY OF SAN PABLO
Schedule B (Lease #25575)
City of San Pablo
Compound Period: Annual
Nominal Annual Rate: 5.270%
Total Contract Value 686,725.73
Less: Down Payment -343,362.87
Balance to Finance 343,362.86
Event Date Amount Number Period End Date
1 Loan 1/1/2025 343,362.86 1
2 Payment 1/1/2026 59,921.85 7 Annual 1/1/2032
AMORTIZATION SCHEDULE - Normal Amortization, 360 Day Year
Date Payment Interest Principal Balance
Loan 1/1/2025 $343,362.86
1 1/1/2026 $59,921.85 $18,095.22 $41,826.63 $301,536.23
2 1/1/2027 $59,921.85 $15,890.96 $44,030.89 $257,505.34
3 1/1/2028 $59,921.85 $13,570.53 $46,351.32 $211,154.02
4 1/1/2029 $59,921.85 $11,127.82 $48,794.03 $162,359.99
5 1/1/2030 $59,921.85 $8,556.37 $51,365.48 $110,994.51
6 1/1/2031 $59,921.85 $5,849.41 $54,072.44 $56,922.07
7 1/1/2032 $59,921.85 $2,999.78 $56,922.07 $0.00
Grand Totals $419,452.95 $76,090.09 $343,362.86
INITIAL INSURANCE REQUIREMENT: $343,362.86
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.
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EVIDENCE OF INSURANCE
Fire, extended coverage, public liability and property damage insurance for all of the Equipment listed on Schedule A number 25575 to that Equipment Lease Purchase Agreement number 25575 will be maintained by CITY OF SAN PABLO as 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 25575, CITY OF SAN PABLO, 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 25575 to that Equipment Lease Purchase Agreement number 25575. Please include equipment cost equal to the Initial Insurance Requirement on Schedule B to Equipment Lease Purchase Agreement number 25575 and list any deductibles.
Certificate Holder:
MOTOROLA SOLUTIONS, INC. and or its assignee as additional insured and loss payee 500 W Monroe
Chicago, IL 60661
If self insured, contact Motorola representative for template of self insurance letter.
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
STATEMENT OF ESSENTIAL USE/SOURCE OF FUNDS (# 25575)
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 PABLO?
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?
General Fund
- Have dollars already been appropriated for the Lease Payment? Yes -or- No
- If yes, for what fiscal year(s) have appropriations been made? ______________ Combination of Federal Grant funding supplemented by General Revenues
- What fiscal year(s) is expected to be funded via federal grants: ___________________
- What fiscal year(s) is expected to be funded via general revenues: _________________
- Have these general revenues already been appropriated for the Lease Payment(s)? Yes -or- No
Other (please describe): __________________________________________
________________________________________________________________________ CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
CERTIFIED LESSEE RESOLUTION (Lease# 25575)
At a duly called meeting of the Governing Body of the Lessee (as defined in the Lease) held on or before the execution date of the Lease, 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 PABLO (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 t his 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.
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
Form 8038-G
(Rev. September 2018)
Department of the Treasury
Internal Revenue Service
Information Return for Tax-Exempt Governmental Bonds
▶ Under Internal Revenue Code section 149(e)
▶ See separate instructions.
Caution: If the issue price is under $100,000, use Form 8038-GC. ▶ Go to www.irs.gov/F8038G for instructions and the latest information.
OMB No. 1545-0720
Part I Reporting Authority If Amended Return, check here ▶ 1 Issuer’s name
City of San Pablo
2 Issuer’s employer identification number (EIN)
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) 1000 Gateway Avenue
Room/suite 5 Report number (For IRS Use Only)
3 6 City, town, or post office, state, and ZIP code
San Pablo, CA 94806
7 Date of issue
1/1/2025
8 Name of issue
Equipment Lease Purchase Agreement 25575
9 CUSIP number
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see instructions)
10b Telephone number of officer or other
employee shown on 10a
Part II Type of Issue (enter the issue price). See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 343,362 86 15 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Other. Describe ▶ 18
19a If bonds are TANs or RANs, check only box 19a......................................................................... ▶ b If bonds are BANs, check only box 19b ...................................................................................... ▶ 20 If bonds are in the form of a lease or installment sale, check box ............................................... ▶ Part III Description of Bonds. Complete for the entire issue for which this form is being filed.
21 (a) Final maturity date
(b) Issue price (c) Stated redemption
price at maturity
(d) Weighted
average maturity
(e) Yield
01/01/2032 $ 343,362.86 $ n/a 7 years 5.27 %
Part IV Uses of Proceeds of Bond Issue (including underwriters’ discount) 22 23
Proceeds used for accrued interest . . . . . . . . . . . . . . . . . .
Issue price of entire issue (enter amount from line 21, column (b)) . . . . . . . . .
.
.
.
.
.
22 23
24 Proceeds used for bond issuance costs (including underwriters’ discount) 25 Proceeds used for credit enhancement . . . . . . . . . . . . 26 Proceeds allocated to reasonably required reserve or replacement fund . 27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . . . 28 Proceeds used to refund prior taxable bonds. Complete Part V . . . . 24 25
26 27
28 29
30 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . .
Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) .
.
.
.
.
.
29 30
Part V Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ▶
▶
years
years
33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) . . 34 Enter the date(s) the refunded bonds were issued ▶ (MM/DD/YYYY) ▶
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2018)
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
▲
Form 8038-G (Rev. 9-2018) Page 2
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC). See instructions . . . . . . . . . . . . . . . . . . . . . . . . . b Enter the final maturity date of the GIC ▶ (MM/DD/YYYY) c Enter the name of the GIC provider ▶
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 35 36a
37 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ▶ and enter the following information:
b Enter the date of the master pool bond ▶ (MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond ▶ d Enter the name of the issuer of the master pool bond ▶ 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ....................... ▶ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ................................ ............................... ▶ 41a If the issuer has identified a hedge, check here ▶ and enter the following information:
b Name of hedge provider ▶
c Type of hedge ▶
d Term of hedge ▶
42 If the issuer has superintegrated the hedge, check box ................................ ................................ ................................ .. ▶ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box ................................ ......... ▶ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box .......................... ▶ 45a If some portion of the proceeds was used to reimburse expenditures, check here ▶ and enter the amount of reimbursement . . . . . . . . . . . . . . ▶ b Enter the date the official intent was adopted ▶ (MM/DD/YYYY) Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Signature
and
Consent
and belief, they are true, correct, and complete. I further declare that I consent to the IRS’s disclosure of the issuer’s return information, as necessary to process this return, to the person that I have authorized above.
Signature of issuer’s authorized representative Date Type or print name and title Paid Print/Type preparer’s name Preparer’s signature Date Check if PTIN Preparer
Use Only
Firm’s name ▶
Firm’s address ▶
self-employed
Firm’s EIN ▶
Phone no.
Form 8038-G (Rev. 9-2018)
▲
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.: 25575 Lease Schedule A No. : 25575
EQUIPMENT INFORMATION
QUANTITY MODEL NUMBER EQUIPMENT DESCRIPTION
Equipment referenced in lease Schedule A#
25575. See Schedule A for a detailed Equipment
List.
LESSEE:
CITY OF SAN PABLO
By: __to be completed after delivery__
Date: ____________________________________