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HomeMy WebLinkAboutAgreement - Motorola Solutions Inc - Upgrade Radios for SBPD1316 COUN'ry-CITY BUILDING 227 W, JEFFERSON BOULEVAIM SOUTH BEND. INDIANA 46601-1830 �v 000� Ne t ffl� December 12,2017 Jay Burla Motorola Solutions, Inc. PO Box 71132 Chicago, IL 60694-1132 RE: Agreement Dear Mr. Burla: PHONE 574/235-9251 FAX 574/ 235-9171 The Board of Public Works, at its meeting held on December 12, 2017, approved the above referenced agreement to upgrade current 800 MHZ radios for the South Bend Police Department in the amount of $600,000 per year, for four (4) years for a total of $2,400,0�00. Enclosed please find the original of the agreement for your signature. Please sign and return the original agreement to our office and retain a copy for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, Linda M. Martin, Clerk Enclosure e: Sgt. Goben, Police Department GARY A. GILOT SUZANNA M. FRITZBERo, Ej.,iZABE-H-i A. MARADIK JAMEs A, MuEu,LER T1 WRE, SE J. DORAU EQUIPMENT LEASE -PURCHASE AGREEMENT IWOMI 51 CITY OF SOUTH BEND, IN 227 West Jefferson Blvd South Bend, IN 46601 Lease Number: 24265 LESSOR: Motorola Solutions, Inc. 500 W. Monroe 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 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 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 requested 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 therefore and in that regard Lessee represents that the Equipment will be used for one or more authorized governmental or proprietary functions essential to its proper, efficient and economic operation. 3. DELIVERY AND ACCEPTANCE. Lessor will cause the Equipment to be delivered to Lessee at the location specified in Schedule A ("Equipment Location"). Lessee will accept the Equipment as soon as it has been delivered and is operational. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor. Even if Lessee has not executed and delivered to Lessor a Delivery and Acceptance Certificate, if Lessor believes the Equipment has been delivered and is operational, Lessor may require Lessee to notify Lessor in writing (within five (5) days of Lessee's receipt of Lessor's request) whether or not Lessee deems the Equipment (i) to have been delivered and (ii) to be operational, and hence be accepted by Lessee. If Lessee fails to so respond in such five (5) day period, Lessee will be deemed to have accepted the Equipment and be deemed to have acknowledged that the Equipment was delivered and is operational as if Lessee had in fact executed and delivered to Lessor a Delivery and Acceptance Certificate. 4. REPRESENTATIONS AND WARRANTIES. Lessor acknowledges that the Equipment leased hereunder is being manufactured and installed by Lessor pursuant to contract (the "Contract") covering CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 the Equipment. Lessee acknowledges that on or prior to the date of acceptance of the Equipment, Lessor intends to sell and assign Lessor's right, title and interest in and to this Agreement and the Equipment to an assignee ("Assignee"). LESSEE FURTHER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT, LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY NATURE OR KIND WHATSOEVER, AND AS BETWEEN LESSEE AND THE ASSIGNEE, THE PROPERTY SHALL BE ACCEPTED BY LESSEE "AS IS" AND "WITH ALL FAULTS". LESSEE AGREES TO 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. Nothing contained herein shall preclude the Lessee from enforcing any warranties or remedies afforded in the Contract, 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). S. 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 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 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 duly 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 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. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 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 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 compensate 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 5 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 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 ofLessee,_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 charges and taxes (local, CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28,16 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) 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. 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, 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 atnaunt 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 and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. Lessee has been permitted to self=insure, and Lessee will furnish Lessor with the signed Statement of Self -Insurance 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 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. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 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 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. 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 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 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 Iiable 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 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. All legal fees and other costs and expenses, including court costs, incurred by prevailing party with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor or Lessee, shall be the responsibility of the non -prevailing party. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28,16 18. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee to Lessor, and provided that no Event of Default has occurred and is continuing, or no event, which with notice or lapse of time, or both could become an Event of Default, then exists, Lessee will have the right to purchase the Equipment on the Lease Payment dates set forth in Schedule B by paying to Lessor, on such date, the Lease Payment then due together with the Balance Payment amount set forth opposite such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee as is, without warranty, express or implied, except that the Equipment is free and clear of any liens created by Lessor. 19. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notice shall be deemed to have been received five days subsequent to such mailing. 20. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. 21. GOVERNING LAW. This Lease shall be construed in accordance 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 or Statement of Self -Insurance, Statement of Essential Use/Source of Funds, _Certiicate.af_Inc4Mbency,faed,Les ce R .soiut on_.( f:any), In 'Qrtnation_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, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. IN )rTNESS WHEREOF, the parties have executed this Agreement as of the 1,L- day of 2017. LESSEE: LESSOR: CITY OF SOUTH BEN RppWVW) MOTOROLA SOLUTIONS, INC. "ord of VCWki, By: nrr 12 zoi i, By: Print Name: Title- Title: Assistant Treasurer 0 CERTIFICATE OF INCUMBENCY (Printed Name of Secretary/Clerk ) do hereby certify that I am the duly elected or appointed and acting Secretary or Clerk of the CITY OF SOUTH BEND, an entity duly organized and existing under the laws of the State of Indiana that I have custody of the records of such entity, and that, as of the date hereof; the individuals) 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 24265, between CITY OF SOUTH BEND 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 SOUTH BEND, hereto this 0 day of 52017. (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 24265 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 SOUTH BEND CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 SCHEDULE A EQUIPMENT LEASE -PURCHASE AGREEMENT Schedule A 24265 Lease Number: This Equipment Schedule is hereby attached to and made a part of that certain Equipment Lease - Purchase Agreement Number 24265 ("Lease"), between MOTOROLA SOLUTIONS INC. ("Lessor") and CITY OF SOUTH BEND (" 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: 48 Months Commencement Date: 12/15/2017 First Payment Due Date: 12/15/2018 4 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 - ____ - -_ ___ I . I I QUOTE 6752 MOTOROLA SOLUTIONS South Bend Police -7 X to APX I Refresh Billing Address: U Customer: SOUTH BEND POLICE DEPT Chad Goben cgoben@southbendin.gov 574-323-1948 Contract:State of Indiana QPA #9167 Quote Date: 10/3112017 Expiration Date:12/22/2017 Quote Created By: Jay Burla jburla@motorolasolutions.com 312.805.1027 1 M22URS9PW1AN 0471 APX4500 71800 MHZ 280 $1,564.00 $1,141.72 ! la GA05100AA 0185 ENH:STD WARRANTY 280 $0.00 $0.00 APPLIES -NO SFS 1b 0A01648AA 6471 ADD! HW KEY..... 280 ....... $5.00 $3.65 SUPPLEMENTAL DATA 1c GA00235AA 0471 ADD: NO GPS ANTENNA 280 $0.00 $0,00 NEEDED APEX ld G174AF 0471 ADD: ANT 3DB LOW- 280 $43.00 $31.39 f I PROFILE 762-870 le G4444AH 0471 ADD: APX CONTROL HEAD SOFTWARE 280 $0.00 $0.00 1f W228A 0471 ADD: STD PALM 280 $72.OD $52.56 MICROPHONE APEX 1g G142AD 0471 ADD: NO SPEAKER 280 $0,00 $0.00 NEEDED APEX ADD: 3600 OR 9600 1h QA02756AD 0471 TRUNKING BAUD SINGLE 280 $1,570.00 $1,146.10 SYSTEM 1i GA00804AA 0471 ADD: APX 02 CH (GREY) 280 $492.OD $359.16 9j G66AW 0471 �MDASH MOUNT 02 CH 280 $125.00 $91.25 $319,681.60 $0.00 $1,022.00 $0.00 $8,789.20 $0,00 $14,716.80 $0.00 $320,908.00 $100,564.80 $26,560.00 Motoralas quote Is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the "Underlying Agreement") that authorizes Customer to purchase equipment andfor services or license software (collsdfvsty "Products""). If no Underlying Agreement waste between Motorola and Customer, then MotarolWa Standard Terms of use and Purchase Terms and Candlgons govam the purchase of the Products. Page 3 MOTOROLA SOLUTIONS QUOTE-76752 South Bend Police XTS to APX Refresh Line Item Number APC Description 2 M37TSS9PWIAN 0681 APX8500 ALL BAND MP 4 $4.770.00 $3,482.10 $13,928.40 MOBILE ADD:WETHR PROOF 2a W15AK 0681 HSNG ENCLO BILK APEX 4 $999.00 $729.27 $2,917.08 8500 2b QA01648AA 0681 ADD: HW KEY 4 $5.00 $3.65 $14.60 SUPPLEMENTAL DATA 2c G444AH 0681 ADD: APX CONTROL HEAD 4 $0.00 $0.00 $0.00 SOFTWARE ADD: APX7500 2d G138AC 0681 MOTORCYCLE CH SFWR 4 $0.00 $0.00 $0,00 05 2e G806BL 0681 ENH: ASTRO DIGITAL CAI 4 $515.00 $375.95 $1,503.80 OP APEX 2F GA00269AB 0601 ADD; GPSIWI-F1 ANTENNA 4 $100.00 $73.00 $292.00 MTCL 2g B18CS 0681 ADD: AUXILARY SPKR 4 $60.00 $43.80 $175.20 SPEC MCYCL APEX 2h GA05508AA 0681 DEL: DELETE VHF BAND 4 -$800.00 -$584.00 -$2,336.00 21 GA05509AA 0681 DEL: DELETE UHF BAND 4 -$800.00 -$584.00 -$2,336.00 2j GA01517AA 0681 DEL: NO J600 ADAPTER 4 $0.00 $0.00 $0.00 CABLE NEEDED 2k GA05100AA 0185 ENH:STD WARRANTY 4 $0.00 $0.00 $0,00 APPLIES -NO SFS 21 G67DK 0681 ADD: REMOTE MOUNT 02 4 $400.00 $292.00 $1,168.00 MOTORCYCLE 2m GA09007AA 0681 ADD: OUT OF THE BOX WI- 4 $0.00 $0.00 $0.00 FI PROVISIONING 2n W22BB 0681 ADD: STD PALM 4 $72.00 $52.56 $210.24 MICROPHONE APEX 20 G51AT 0681 ENH:SMARTZONE 4 $1,500.00 $1,095.00 $4,380.00 2p GA09001AA 0681 ADD: W1-FI CAPABILITY 4 $300.00 $219.00 $876.00 2q G336AZ 0681 ADD: ANT 3DB MCYCLE 4 $14.00 $10.22 $40.88 762-87OMHZ Motorola's quote Is based on and subject to the terms and condillens of the valid and executed written contract between Customer and Motorola (the -Underlying Agreement") ihat authorizes Customer to purchase equipment andfor services or license software (collectively "`Products 5. If no tlndodying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Condllions govern the putchese of the Producs. Page 4 0 MOrOROLA SOLUTIONS QUOTE-76752 South Bend Police XTS to APX Refresh 2r GA00804AA 0681 ADD: APX 02 CH (GREY) 4 $492.00 $359.16 $1,436.64 2s G361AH 0681 ENH: P25 TRUNKING 4 $300.00 $219.00 $876.00 SOFTWARE APEX APXT" 6000 Series APX6000 3 H98UCF9PW6BN Q481 APX6000 700/800 MODEL 280 $3,026.00 ' $2,208.98 $618,514.40 2.5 PORTABLE ENH: STD 1 YR 3a OA05100AA 0185 WARRANTY APPLIES NO 280 $0.00 $0.00 $0.00 SFS 3b 0806BM 0481 ADD: ASTRO DIGITAL CAI 280 $515 00 $375.95 $105,266.00 OPERATION 3c OA0164SAA 0481 ADD: HW KEY 280 $5.00 $3.65 $1,022.00 SUPPLEMENTAL DATA 3d H38BT 0481 ADD' SMARTZONE 280 $1,200.00 $876.00 $245,280.00 OPERATION 3e QA09001AB 0481 ADD: WIFI CAPABILITY 280 $300.00 $219.00 $61.320.00 3f ................ ..... ..... Q361AR 0481 ADD: P25 9600 BAUD ...... .... .... 280 $300.00 $219.00 $61,320.00 TRUNKING 3g OA05570AA 0481 ALT. LI-ION IMPRES IP67 280 $100.00 $73.00 $20,440.00 3400 MAH (PMNN4486) 3h H122BR 0481 ALT: 114 WAVE 718 STUBBY 280 $24.00 $17.52 $4,905.60 (NAR6595) 31 QA01833AH 0481 ADD: EXTREME 1-SIDED 280 $25.00 $18.25 $5,110.00 NOISE REDUCTION 3) QA09007AA 0481 ADD: OUT OF THE BOX 280 $0.00 $0.00 $0.00 WIFI PROVISIONING 4 PMNN4486A 0453 BATT IMPRES 2 LIION R 280 $142.00 $106.50 $29,820.00 IP67 3400T APXTm 6000 Series APX6000 5 H98UCF9PW6BN 0481 APX6000 700/800 MODEL 25 $3,026.00 $2,208.98 $65,224.50 2.6 PORTABLE 5a H869BZ 0481 ENH: MULTIKEY 25 $330.00 $240.90 $6,022.50 Motorola's quote Is based on and subject to the terms and oandltlens of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement') that authorizes Customer to purchase equipment and/or services or license software (collectively "Products'"). If no Underlying Agreement exlels between Motoro#o and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 5 MOTOROLA SOLUTIONS QUOTE-76752 South Bend Police XTS to APX Refresh Line # Item Number APC Description oty List Price Sale Price Ext. Sale PricFR ENH: STD 1 YR 5b OA05100AA 0185 WARRANTY APPLIES NO 25 $0.00 $0.00 $0.00 SFS 5C Q806BM 0481 ADD: ASTRO DIGITAL CAI 25 $515.00 $375.95 $9,398.75 OPERATION 5d QA01648AA Q489 ADD: HW KEY 25 $5.00 $3.65 $91.25 SUPPLEMENTAL DATA 5e H38ST 0481 ADD: SMARTZONE 25 $1,200.00 $876.00 $21,900.00 OPERATION 5f QA09001AB 0481 ADD: WIFI CAPABILITY 25 $300.00 $219.00 $5,475.00 5g Q361AR 0481 ADD: P25 9600 BAUD 25 $300.00 $219.00 $5,475A0 TRUNKING 5h QA05570AA 0481 ALT. LI-ION IMPRES IP67 25 $100.00 $73.00 $1,825.00 3400 MAH (PMNN4486) 51 H122BR 0481 ALT: 114 WAVE 718 STUBBY 25 $24.00 $17.522 $438.00 (NAR6595) 5j 0629AK 0481 ENH: AES ENCRYPTION 25 $475.00 $346.75 $ B 668.75 5k QA01833AH 0487 ADD' EXTREME 1-SKIED 25 $25.00 $18.25 $456.25 NOISE REDUCTION 51 QA09007AA 0481 ADD: OUT OF THE BOX 25 $0.00 $0.00 $0.00 WIFI PROVISIONING 6 PMNN4486A 0453 IMPRES 2 lIION R 25 $142.00 $106.50 $2,662.50 IP67 P67 3400T APX'm 8000 Series APX8000 7 H91TGD9PW6AN 0579 APX 8000 ALL BAND 8 $5,983.00 $4,367.59 $34,940.72 PORTABLE MODEL 2.5 7a QA05509AA 0579 DEL: DELETE UHF BAND 8 -$800.00 -$584.00 -$4,672.00 7b QA0164SAA 0579 ADD: HW KEY 8 $5.00 $3.65 $29.20 SUPPLEMENTAL DATA 7c H38BS 0579 ADD: SMARTZONE 8 $1,500.00 $1,095.00 $8,760.00 OPERATION 7d QA09001AB 0579 ADD: WIFI CAPABILITY 8 $300.00 $219.00 $1,752.00 Motorola's quote is based an and aubject to the forms and conditions of the valid and executed written contract between Customer and Motorola (the `Underlying Agreament ") that authorizes Customer to purchase equipment andfor services or license software (collectively "Products-). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purohaae Terms and Conditions govern the purchase of the Products. Page 6 0 MOrCROLA SOLUT101VS QUOTE-76752 South Bend Police XTS to APX Refresh ENH: STD 1 YR 7e CA05100AA 0185 WARRANTY APPLIES NO 8 $0.00 $0.00 $0.00 SFS I E 7f Q361AN 0579 ADD: P25 9600 BAUD 8 $300.00 $219.OD $1,752.00 TRUNKING I 7g Q806CB 0579 ADD: ASTRID DIGITAL CAI 8 $515.00 $375.95 $3,007.60 OPERATION E 7h QA09007AA 0579 ADD: OUT OF THE BOX 8 $0.00 $0.00 $0.00 WIFI PROVISIONING 8 PMNN4486A 0453 BATT IMPRES 2 L[ION R 8 $142.OD $106.50 $852.00 IP67 3400T 9 RLN6554A 0372 APX WIRELESS RSM WI 250 $300.00 $225.00 $56,250,00 DUC USINAIJPITW 10 NAF5085A 0555 G SY:ANTENNA,7180D 50 $45.00 $33.75 $1,687.50 AUDIO ACCESSORY- 11 PMMN4099A 0372 REMOTE SPEAKER 93 $132A0 $99.00 $9,207.00 M,I,CROPHONE,IMPRES . _ .. WINDPORTING RSM, IP55 12 RLN6434A 0785 APX TRAVEL CHARGER 150 $111.00 $83.25 $12,487.60 ACCESSORY KIT,MOLDED 13 PMLN6802A 0271 NYLON CARRY CASE WI 313 $50.00 $37.50 $11,737.50 SWIVEL E 14 NNTN7687A 0785 IMPRES SUC ADAPTER 313 $45.00 $33.75 $10,663.75 CHARGER, MULTI -UNIT, 15 NNTN8844A 0785 IMPRES 2, 6-DISP, NA/LA- 5 $1,250.00 $937.50 $4,687.50 PLUG, ACC USB CHGR 16 RLN6501A 0742 COVERT PACK-N-GO KIT, 5 $1,100.00 $825.00 $4,125.00 I ADVANCED I ASSEMBLY ACCESSORY 17 NTN2570C 0742 WIRELESS ACCY KIT NFP 25 $325.00 $243.75 $6,093.75 12 CABLE 18 PMLN7560A 0742 REC ONLY EARPIECE WI 313 $58.00 $43.50 $13,615.50 TRANSLUCENT TUBE i 19 LSVOOQ00202A 0461 DEVICE PROGRAMING 597 $50.00 $50.00 $29,850.00 Motorola's quote Is based on and subject la the terns and conditions oftha valid and executed written conlract between Customer and Motorola (the "Underlying Agmemenr) that authorizes Ctletamar to purchase equipment andfor sarv[css or license software (collectively 'Produde"). If no Underlying Agreement exists between Motorola and Customer, then Molorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 7 MOTOROLA SOLUTIONS in QUOTE-76752 South Bend Police XTS to APX Refresh Number -Line # Item "APC Description Qty List Price Sale Price 20 LSVOOQ00202A 0461 DEVICE PROGRAMING 8 $450.00 $450.00 $3,600.00 COMMERCIAL 3.5 EARBUD 21 NNTN8737A 0742 HEADSET ADAPTER, 3 $401.00 $300.75 $902.25 MULTIPACK (10) 22 PMNN4461A 0453 BATT STD LIION 1800T 250 $65.00 $48.75 $12,187.50 23 Training 1 Train the Trainer Class in South Bend $7,663.00 24 T7537B 201 KVL400 PDA Snap -on 1 $1,977.00 Subscribers Total $2,318,091.01 Radio Management Details ��Frrm 111' _ _ _ _eau}arn '�CUt )Ptt-1Ra, {eefS�uiw.t wtr Pa IYl{di�fW! IlmiyWT�e.Strq�t�� OMSO.Advanced: APXSOW 10559eo e0 rSTRee 52. eM o se!e a1 rS Sae en INUUvM Ra)o r/in4}T�Xfi t1l WN_ -Dicta Selupd CmHI'ia9lm'rg p3 Rine.wcn-Ptrntwaxvavmro - -Te WicY 511µ+c t for ftetlw F4xd�rw d S.Axaro -F a.itld seMw+ISPg1- C[nPMFAMn en:ron Syr -Rertb MenegetreM Van DelrDaa Hostita al HOC -Rfldo S�.wmnory rnnlne course seer. ra se+ewrcsoPamolotiorml - slawam aaM.,. Prod a�eoe,n DMSO-Advanced: AP%9000 B PM50-P4vanceeAPxPGadPMebe ASdo Sf1-uertam S1d ae 9i aJaPo W3W S464100 +N 15 tat Ix Ir�WpES: - Ro6o knnegcmeN lltMle per Rnsa _....fYx2n S'N.46C'Onww.KKrnlMR�pr an9d14Mm.0elurdMun..... __ _... _. - I a"l Seppad WR400 R d*, a S Ara - etaaavl Setytcee 15f5)-cwiPralera Je Knlen 5p -R. Maneym�¢rA Uwr OMeEese Hptlhe aI NOC - Recta dknegarxaa Tn hti,9 Carom Sew E3Pu nary 500 a✓wolplbm) - 96Y.iu.{ NN,sw f+M:! Ua7taro DM50;4dvanced, APXW 230nIA50J+GraaudAPX450okMRadio 3)1 alydvd 5150 $54000 W400 3151,2600e 40% 55010:. INCLUDES: - Redo MdlagamrkLlouw perRadb •OASkSHOPIICarxris"*ofPad RU4OrsR&n[wHadnM - Tecwtd Stgpal la Rada "MOM a sokve •]!ueAliol&nlas13nj-lde%WM 3)r -ROOWm" User ostabuoMOM at Me - R3& Mane UMMTeamdlg Cw Seab(d per eyerp 5W sLbsaip no -SlaW" Myhfxgl POO Oatflbeud HMSO -Advanced: APX05W 4 DM50.Adeanoed APXaSW NbWe Ra3a5'd -slarddd INCLUDES: •Res'oft"a erdHaabpeeRodb -aysile 5e91p a CansrlsbingclRedna end On-Plpmse Hardxare - rorJvrpd SuppM far Ra3rt Halawes SaTeora -EsaenOeL Servfrss #SFs#. Canplerrtnrira {atlarl syr -Re6oMarwgmlmlUaerDanbsa HialNOC -Bade Menaga0anrraiitg Cause yeah [3 pet every sW I�Mssnptioaus -SWKtud MrAexPorLN DoOwd 53000 51280W $`IOW 00 Si 20D0➢ 40% Total 5 year radio management Cost Total Cost of Subscribers and RM Trade-in Credit for XTSIXTL Radios f4 320 00 $275,904.00 $2,593,995.01 ($193,935.01) Total Firm Offer for Sale $2,400,000.00 Motorola's quote Is beaed on and subject to the terms and oondRlans of the valid and executed wellten contract between Customer and Motorola (the "-Underfying Agrearrlenn that authorizes Customer to purchase equipment andlor services or license software (collocdvaty —Products'). If no Undadying Agreement exists between Motorola and Customer, then Motorola's Slandard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. City of South Bend Schedule B (Lease #24265) Compound Period: Annual Nominal Annual Rate: 0.000% CASH FLOW DATA Event Date Amount Number Period End Date 1 Loan 12/15/2017 $2,400,000.00 1 2 Payment 12/15/2018 $ 600,000.00 4 Annual 12/15/2021 AMORTIZATION SCHEDULE - Normal Amortization, 360 Day Year Date Payment Interest Principal Balance Loan 12/15/2017 $2,400,000.00 112/15/2018 $ 600,000.00 $ - $ 600,000.00 $1,800,000.00 212/15/2019 $ 600,000.00 $ - $ 600,000.00 $1,200,000.00 312/15/2020 $ 600,000.00 $ - $ 600,000.00 $ 600,000.00 412/15/2021 $ 600,000.00 $ - $ 600,000.00 $ - Grand Totals $2,400,000.00 $ - $2,400,000.00 ORIGINAL ISSUE DISCOUNT: Lessee acknowledges that the amount financed by Lessor is $ 2,240,966.83 and that such amount is the issue price for this Lease. Payment .Schedule.for.federalincome.tax. purposes. The difference betweewthe principal amount.of this LeaseTayment Schedule iind the i .- ssue price is original issue discount as defined inSection 1288 of the Code. The yield for this Lease Payment Schedule for federal income tax pu rposes is 2.80%. Such issue price and yield will be stated inthe applicable Form 8038-G. INITIAL, INSURANCE REQUIREMENT: $2,400,000.00 Except as specifically provided in Section five of the Lease hereof, Lessee agrees to pay to Lessor or its assignee the Lease Payments, including the interest portion, in the amounts and dates specified in the above payment schedule. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 aMOrOROta SOLUTIONS December 5, 2017 CITY OF SOUTH BEND 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 #24265 are valid for contracts that are executed and returned on or before December 22, 2017. After 12/22/17, 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: Andrew Knipfer / 44th Floor 500 W. Monroe Chicago, IL 60661 Should you have any questions, please contact me at 847-906-8180 or Andrew.knipfer2@motorolasolutions.com, Thank You, MOTOROLA SOLUTIONS CREDIT COMPANY LL.0 Andrew Knipfer CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 LESSEE FACT SHEET Please, help Motorola Solutions In provide excellent billing service by , providing the ftfflowh,:g Wbrnia0m: Complete Billing Address CITY OF SOUTH BEND 701 W SarnDie St South Bend. IN 46601 Attention: Sat Chadwick Goben Phone: 574-235-7520 2. Lessee County Location: St. Joseph 3, Federal Tax 1,D, Number 35-6001201 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: sBpp Loai5jjQ5 5. Equipment description that ou would like to appear on your invoicing: bbtU ZU'l 6 hajo pord sr 0 rianu Appropriate Contact for Documentation / System Acceptance Follow-up: 6. Appropriate Contact & Sgt. Chadwick Goben Mailing Address 701 W Sample St South Bend, IN 46601 E-mail: cgocenusoutnoenain.go Phone: Fax: 7. Payment remit to address: Thank you 574-235-7520 Motorola Solutions Credit Company LLC P.O. Box 71132 Chicago IL 60694-1132 CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 tii� "1 1 FIX" 01121 M , ,91 U . Date 12-4-17 Name _Sgt. Goben Department BPWV Date 12-12-17 Phone Extension 7520 Re uired Prior to Submittal to Board (Legal Z Attorney Name Clara McDaniels Controller ® Controller review is required for all Contracts $5,000.00, or more and greater than one year in length per the City Purchasing Policy Agreement ® Professional Services ® Bid Opening ❑ Quote Opening Change Order No.. ❑ Ease/Encroach. n Other: 01 Contrast ❑ Resolution 0 Bid Award ❑ Quote Award C/O & PGA No. EJ Traffic Control MIX roW, Req. to Advertise ❑ Title Sheet [� PCA i' Company or Vendor Name Motorola New Vendor ❑ Yes ❑ No 0 If Yes, Approved by Purchasing MBE/WBE Contractor F-1 MBE E] WI/BE MBE/BE Contractor Requested ❑ No ® Yes Name of Company Project Name Motorola Radio Upgrade Project Number Funding Source General Fund lease Account No. 101-080-421.37-11($420,000)/ 404-041-415-37-11 (RemaWer) Amount $ 2,400,000 (over a 4 year 0% lease; $600,000 per year) Terms of Contract Annual four year contract. Purpose/Description The South Bend Police Dept. requests that the Board of Public Works approve the agreement withi Motorola to upgrade its current 8OOmhz radio as thff are end of life to new radios better suited for our environment and easier to manage. ❑ Required Contractor's Certification Form Attached (Non - Collusion, Non -Discrimination, Nona -Debarment, E-Verifv. Iran. etc.) Amount of Ell Decrease Previous Amount Current Percent of Change: New Amount Total Percent of Change: Copy Original M ® Sgt. Goben 0 ❑