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MOTOROLA CREDIT CORPORATION AND MOTOROLA SOLUTIONS (2)
U: SAPJD / ISCA Cl) CITE"iWAIa rL? My 12 2015 LESSEE: CITY OF SANTA ANA 20 Civic Center Plaza Santa. Ana CA 92701 EQUIPMENT LEASE - PURCHASE AGREEMENT 5� Lease Number: 23717 LESSOR: Motorola Solutions, Inc. t303 E. Algonquin Rd. Schaumburg, IL 64196 MEN= Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the equipment and/or software described in any 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 Payn ents (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 it will do all things lawfully within its power to obtain, maintain and properly request and pursue funds from which the Lease Payments may be made, including making provisions for such payments to the extent necessary in each budget submitted for the purpose of obtaining funding, using its bona fide best efforts to have such portion of the budget approved and exhausting all available administrative reviews and appeals in the event such portion of the budget is riot approved. It is Lessee's intent to make Lease Payments for the full Lease Term if funds are legally available therefor and in that regard Lessee represents that the Equipment will be used for one or more authorized governmental or proprietary functions essential to its proper, efficient and economic operation. 3. DELIVERY AND ACCEPTANCE. Lessor will cause the Equipment to be delivered to Lessee at the location specified in Schedule A ("Equipment Location "). Lessee will accept the Equipment as soon as it has been delivered and is operational. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor. Even if Lessee has not executed and delivered to Lessor a Delivery and Acceptance Certificate, if Lessor believes the Equipment has been delivered and is operational, Lessor may require Lessee to notify Lessor in writing (within five (5) days of Lessee's receipt of Lessor's request) whether or not Losses dooms the Equipment (i) to have been delivered and (it) to be operational, and hence be accepted by Lessee. If Lessee fails to so respond in such five (5) day period, Lessee will be deemed to have accepted the Equipment and be deemed to have acknowledged that the Equipment was delivered and is operational as if Lessee had in fact executed and delivered to Lessor a Delivery and Acceptance Certificate, 4, REPRESENTATIONS AND WARRANTIES. Lessor acknowledges that the Equipment leased hereunder is being manufactured and Installed by Motorola Solutions, Inc. pursuant to contract (the "Contract ") covering the Equipment. Lessee acknowledges that on or prior to the date of acceptance of the Equipment, Lessor intends to sell and assign Lessor's right, title and interest in and to this Agreement and the Equipment to an assignee ( "Assignee "). LESSEE FURTHER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT, LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY NATURE OR KIND WHATSOEVER, AND AS BETWEEN LESSEE AND THE ASSIGNEE, THE PROPERTY SHALL BE ACCEPTED ELPAshorL i'II.OL13 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, in the event the funds appropriated by Lessee's governing body or otherwise available by any means whatsoever in any fiscal period of Lessee for Lease Payments or other amounts due under this Lease are insufficient therefor, this Lease shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease Payments or other amounts herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. The Lessee will immediately notify the Lessor or its Assignee of such occurrence. In the event of such 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. 6. LESSEE CERTIFICATION. Lessee represents, covenants and warrants that: (1) 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 1966, 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 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 146(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 Payments to be or become includible in gross income for Federal income taxation purposes under the Code; and (ix) Lessee will be the only entity to own, use and operate the Equipment during the Lease Tenn. 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 public bidding and Bond Commission requirements (as defined in the Code) where necessary and by due notification presented this Lease for approval and adoption as a valid obligation on its part, and (iii) it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period, If Lessee breaches the covenant contained in this Section, the interest component of Lease Payments may become includible in gross income of the owner or owners thereof for federal income tax purposes. In such event, notwithstanding anything to the contrary contained in Section 11 of this 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 6 shall be payable solely from Legally Available Funds. It is Lessor's and Lessee's intention that this Agreement does 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. ELPAshorr fl 1.0 1.13 7. TITLE TO EQUIPMENT; SECURITY INTEREST. Upon shipment of the Equipment to Lessee hereunder, title to the Equipment will vest in Lessee subject to any applicable license; provided, however, that (i) in the event of termination of this Lease by Lessee pursuant to Section 5 hereof; (ii) upon the occurrence of an Event of Default hereunder, and as long as such Event of Default is continuing; or (Iii) in the event that the purchase option has not been exercised prior to the Expiration Date, title will immediately vest in Lessor or its Assignee, and Lessee shall immediately discontinue use of the Equipment, remove the Equipment from Lessee's computers and other electronic devices and deliver the Equipment to Lessor or its Assignee. In order to secure all of its obligations hereunder, Lessee hereby (1) grants to Lessor a first and prior security Interest in any and all right, title and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any proceeds therefrom; (ii) agrees that this Lease may be filed as a financing statement evidencing such security interest; and (iii) agrees to execute and deliver all financing statements, certificates of title and other instruments necessary or appropriate to evidence such security interest. 8. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equipment and shall comply with all laws, ordinances, insurance policies, the Contract, any licensing or other agreement, and regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of the possession, use or maintenance of the Equipment. Lessee, at its expense will keep the Equipment in good repair and furnish and /or install all parts, mechanisms, updates, upgrades and devices required therefor. 9. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment. 10. LOCATION; INSPECTION. The Equipment will not be removed from, [or if the Equipment consists of rolling stock, its permanent base will not be changed from] the Equipment Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation. 11. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Lease. Lessee shall pay, when due, all 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, 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 (it) 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 Tenn, 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 ELPAshort_t'1 1.0 L 13 shall he carried in an amount no less than the amount of the then applicable Balance Payment with respect to such Equipment. The initial amount of insurance required is set forth in Schedule B. Each insurance policy will name Lessee as an insured and Lessor or it's Assigns as an additional insured, and will contain a clause requiring the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or it's Assigns as their interests may appear. Upon acceptance of the Equipment 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 used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Lease, the Equipment and any documents executed with respect to this Lease and /or grant or assign a security interest in this Lease and the Equipment, in whole or in part. Any such assignees shall have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. Lessee covenants and agrees not to assert against the Assignee any claims or defenses by way of abatement, setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. No assignment or reassignment of any Lessor's right, title or interest in this Lease or the Equipment shall be effective unless and until Lessee shall have received a notice of assignment, disclosing the name and address of each such assignee; provided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for holders of certificates of participation in the Lease, it shall thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency 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, 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 or the Contract 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 ever 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 ELPAshort 1'11.01.13 Year in effect when the default occurs to be immediately due and payable, whereupon the same shall become immediately due and payable; (ii) by written notice to Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's 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; and (iv) exercise any other right, remedy or privilege which may be available to it under applicable laws of the state of the Equipment Location or any other applicable law or proceed by appropriate court action to enforce the terms of the Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor. 18. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee to Lessor, and provided that no Event of Default has occurred and is continuing, or no event, which with notice or lapse of time, or both could become an Event of Default, then exists, Lessee will have the right to purchase the Equipment on the Lease Payment dates set forth In Schedule B by paying to Lessor, on such date, the Lease Payment then due together with the Balance Payment amount set forth opposite such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee as is, without warranty, express or implied, except that the Equipment is free and clear of any liens created by Lessor. 19. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notice shall be deemed to have been received five days subsequent to such mailing. 20. SECTION HEADINGS, All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. 21. GOVERNING LAW. This Lease shall be construed in accordance 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, Lessee Resolution, Bank Qualified Statement, 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. 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. ELPAshorr_f 1 1.01.13 IN WITNESS WHEREOF, the parties have executed this Agreement as of the --day of Apr! 12015, LESSEE: CITY OF SANTA ANA By:,_ Printed Name; Title: LESSOR: MOTOROLA SOLUTIONS, INC. By: Title: CERTIFICATE OF INCUMBENCY 1• do hereby certify that I am the duty elected or (Printed Name of Secretary /Clerk ) appointed and acting Secretary or Clerk of City of Santa Ana , 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 islare 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 23717, between City of Santa Ana and Motorola Solutions, Inc.. IN WITNESS WHEREOF, I have executed this certificate and affixed the seat of City of Santa Ana, hereto this day of April 2015. By: (Signature or Secretor}- /Clerk) OPINION OF COUNSEL SEAL With respect to that certain Equipment Lease - Purchase Agreement # 23717 by and between Motorola Solutions, Inc. (Lessor) 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 1966, 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 Santa Ana HLPAshort FI1.OL13 SCHEDULE A EQUIPMEPtiT LEASE- PURCHASE AGREEMENT Schedule A 23717 Lease Number: This Equipment Schedule is hereby attached to and made a part of that certain Equipment Lease - Purchase Agreement Number 23717 ( "Lease "), between Motorola Solutions, Inc. ( "Lessor ") and City of Santa Ana ( "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 `Jos.) Refer to attached Equipment List. Equipment Location: Initial Term: 120 Months Commencement Date: 5 115 12015 Pirst Payment Due Date: 7/15/2016 10 Annual Payments of $=486,765.81 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. SECTION lj((!j�.�2pp.. pq� p .'I`�j,I } 2.1A 2.1.2 Orange County Licenses for Santa Ana Santa Ana Dispatch Positions m 7" r, -, '3.4:�J B1905 1 SQM01SUM0239 MASTER SITE CONFIG UPGRADE 1 CA00996AK T NM /ZC LICENSE KEY 7.13 1 CA00997AK UCS LICENSE KEY 7.13 ^^ 2 CA02105AA MCC7500 /MCC7100 CONSOLE LIC 3 CA01316AA ADD: UNC ADDTL DEVICE LIC (QTY 10) Santa Ana Dispatch Positions City of Santa Ana MCC7500 P25 Dispatch Migration and Suoscribers 02 Aell 2015 USE or disclosure of this proposal i.5 subjeot to the restrictions on ;he cover page Motorola Solutions Confidential Restricted Equipment List 2-1 1 B1905 MCC 7500 ASTRID 25 SOFTWARE 7 B1933 MOTOROLA VOICE PROCESSOR MODULE 7 CA01642AA ADD: MCC 7500 BASIC CONSOLE FUNCTIO 7 CA01644AA v� ADD: MCC 7500 /MCC 7100 ADV CONVL 0 7 CA01643AA ADD: MCC 7500 [MCC 7100 TRUNKING 7 CA00147AF ADD: MCC 7500 SECURE OPERATION 7 CA00182AB ADD: AES ALGORITHM 7 CA00144AC ADD: DES -XL ALGORITHM 7 CA00140AA ADD: AC LINE CORD, NORTH AMERICAN 7 DS22WBLK 22 INCH WIDE NON -TOUCH MONITOR, BLA 7 TT2538 Z420 LOW TIER WORKSTATION WINDOWS 7 7 T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG 7 DSRMP615A SPD, TYPE 3,120V RACK MOUNT, 15A P 21 81912 MCC SERIES DESKTOP SPEAKER 14 B1913 MCC SERIES HEADSET JACK 14 RLN6098 HDST MODULE BASE W /PTT, 15' CBL 14 RMN5078B SUPRAPLUS NC SINGLE MUFF HEADSET 7 DOACM3151 TRANSMIT FOOT SWITCH 7 T7885 J MCAFEE WINDOWS AV CLIENT 7 DDN1245 DUAL IRR SW USB HASP WITH LICENSE 7 DDN1B95 SOUND BLASTER AUDIGY RX SOUND CARD 7 CDN6673 CREATIVE LABS INSPIRE A60 City of Santa Ana MCC7500 P25 Dispatch Migration and Suoscribers 02 Aell 2015 USE or disclosure of this proposal i.5 subjeot to the restrictions on ;he cover page Motorola Solutions Confidential Restricted Equipment List 2-1 I* e�4" o - MEN, 2 CI 2620-24 ETHERNET SWITCH ? 2 SQM01SUM0205 GGM 8000 GATEWAY 2 CA01616AA ADD: AC POWER I F4543 SITE MANAGER BASIC I VA00874 ADD: AUX 1-0 SERV FW CURR ASTRO, REL 1 V266 ADD: 90VAC TO 260VAC PS TO SM 3 V592 ADD TERM BLCK & CONN WI 1 F4547 SM 10 EXPANSION BASIC 1 V266 ADD: 90VAC TO 260VAC PS TO SM 3 V592 m ADD TERM BLCK. & CONN WI 1 T7038 GOP 8000 SITE CONTROLLER 1 CA00303AA ADD: QTY (1) SITE CONTROLLER I X153AW ADD: RACK MOUNT HARDWARE 1 CA01136AA ADD: 17500 CONVEN SITE OPER 4 SQM0ISUM0205 GGM 8000 GATEWAY 4 CA01616AA ADD: AC POWER 4 CA02141AA ADD LOW DENSITY ENH CONV GATEWAY 1 BVN1013 MKM 7000 Console Alias Manager Soft 1 TT2538 Z420 LOW TIER WORKSTATION WINDOWS 7 1 DS019BLK 19 INCH NON-TOUCH MONITOR, BLACK 1 T7885 I WINDOWS AV CLIENT I TRN7343 SEVEN AND A HALF FOOT RACK 2 DSRMP615A SPD, TYPE 3,120V RACK MOUNT, 15A P 6 DSTSJ48CLT SPID, RJ-45 OR HARDWIRE CONNECTED I I DSTSJADP u RACK MOUNT GROUND BAR, 19 IN FOR TS 3 DSEVNSLO615AI000 1000FT (304.8-M), CATS / 400 MHZ, S 1 CLN1856 2620-24 ETHERNET SWITCH? 1 SQM01SUfI GGM 8000 GATEWAY I CA01616AA ADD: AC POWER 1 61912 MCC SERIES DESKTOP SPEAKER 1 61913 MCC SERIES HEADSET JACK 1 TT2538 Z420 LOW TIER WORKSTATION WINDOWS 7 1 81934 MCC 7500 VOICE PROCESSOR MODULE FRU .1 CA00147AF ADD MCC 7500 SECURE OPERATION I CA00182AB ADD AES ALGORITHM City oftitanlaAna NIC07500 P25 Dispatch 10gration and Subscribers 02 Apr 12015 Use or disclosure of this proposal is subject to the restrictions on the cover page Motorola 3olutlom Confidential Restricted Equipment List 2-2 2.1.3 2.1.4 A f r- 1 CA00144AC ADD: DES -XL ALGORITHM 1 SQM01SUM0205 GGM 8000 GATEWAY �^ 1 CA01616AA ADD: AC POWER 1 CA02141AA ADD: LOW DENSITY ENH CONV GATEWAY 1 DLN6569 FRU: GCP 8000 /GCM 8000 1 DLN6898 FRU: FAN MODULE 1 DLN6781 ` FRU POWER SUPPLY ^ Santa Ana Police Department APX 6000 Subscribers Santa Ana Police Department APX 6500 Mobile Hot Red Receiver Green Subscribers r- s _ 166 M25URS9PW1 N 333 H98UCH9PW7 N APX6000 700 /800 MODEL 3.5 PORTABLE 333 Q806 ADD: ASTRO® DIGITAL CAI OPERATION 333 H38 ADD: SMARTZONE OPERATION 333 Q361 ADD: P25 9600 BAUD TRUNKING 333 Q15 ADD: AES /DES -XL /DES -OFB ENCRYPTION 333 H869 ENH: MULTIKEY 333 QA01833 ADD: EXTREME 1 -SIDED NOISE REDUCTIO 333 QA00582 ALT: LIION IMPRES 4100 MAH FM /CSA 1 333 QA05100 ENH:STD WARRANTY APPLIES -NO SFS 200 WPLN7080 APX 7000 IMPRES CG SU APX7000 US /NA 25 NNTN7073B IMPRES MULTI UNIT CHARGER with DISP 333 1 PMMN4069A IMPRES RSM, 3.5MM AUDIO JACK - -� 333 1 NNTN7033A BATT IMP FM RUGGEDIZED LIION 41COM Santa Ana Police Department APX 6500 Mobile Hot Red Receiver Green Subscribers City of Santa Ana NICC7500 P25 Dispatch fvlipratine and Subscnibers 02 April 2015 Use or disclosure of this propose) is subject to the restrictions on the cover page Motorola Solutions Confidential Restricted Equipment List 2 -3 r- s _ 166 M25URS9PW1 N APX6500 7/800 MHZ MID POWER MOBILE 166 G51 ENH: SMARTZONE OPERATION APX6500 166 G806 ADD: ASTRO® DIGITAL CAI OPERATION 166 GA00805 ADD: APX 07 CONTROL HEAD, 166 G444 ADD: APX CONTROL HEAD SOFTWARE 166 G851 ADD: AES /DES -XL /DES -OFB ENCRYPTION 166 W969 ADD: MULTIPLE KEY ENCRYPTION OPERAT 166 G361 ADD: P25 TRUNKING SOFTWARE City of Santa Ana NICC7500 P25 Dispatch fvlipratine and Subscnibers 02 April 2015 Use or disclosure of this propose) is subject to the restrictions on the cover page Motorola Solutions Confidential Restricted Equipment List 2 -3 2.1.5 2.1.6 Santa Ana Police Department APX 6500 Mobile Hot Red Receiver Red Subscribers IN11 166 G67 ADD: REMOTE MOUNT MID POWER 166 G335 u ADD: ANT 1/4 WAVE 762 -670 MHZ 166 W22 ADD: PALM MICROPHONE 166 B18 ADD: AUXILARY SPKR 7.5 WATT 166 W599 _ ADD: 6 MODE DIRECT ENTRY 166 GA01115 Y r ADD: DUAL RADIO STACKABLE MP TRUNNI 166 GA01113 ENH: DUAL RADIO OPERATION (PRIMARY 166 GA05100 DEL:NO SFS -STD WARRANTYAPPLIES Santa Ana Police Department APX 6500 Mobile Hot Red Receiver Red Subscribers Santa Ana Police Department APX 6500 Motorcycle Hot Red Receiver Green Subscribers pM- Ki _ _y 166 M25URS9PW1 N APX6500 7 /800 MHZ MID POWER MOBILE 166 G51 _ ENH: SMARTZONE OPERATION APX6500 166 G806 ADD: ASTROO DIGITAL CAI OPERATION 166 G361 ADD: P25 TRUNKING SOFTWARE 166 G88 ADD: APX NO 02/07 CH NEEDED MTCL 166 G444 ADD: APX CONTROL HEAD SOFTWARE 166 G67 ADD: REMOTE MOUNT MID POWER 166 G335 ADD: ANT 114 WAVE 762 -870 MHZ 166 G90 ADD: NO MICROPHONE NEEDED v 166 B18 DD: AUXILARY SPKR 7.5 WATT 166 GA01117 4D6 H: DUAL RADIO OPERATION (SECONDAR 166 GA05100 L:NO SFS -STD WARRANTYAPPLIES Santa Ana Police Department APX 6500 Motorcycle Hot Red Receiver Green Subscribers pM- 34 M30URS9PW1 N 71800 SINGLE BAND APX7500 34 G51 ENH: SMARTZONE OPERATION APX 34 G806 ADD: ASTROO DIGITAL CAI OPERATION 34 GA00805 ADD: APX 07 CONTROL HEAD. 34 G361 ADD: P25 TRUNKING SOFTWARE 34 G851 ADD: AESJDES -XL /DES -OFB ENCRYPTION 34 W969 ADD: MULTIPLE KEY ENCRYPTION OPERAT City of Santa Ana NICC7500 P25 Dispatcn Migration and Subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. item Motorola Solutions Confidential Restricted Equipment List 2 -4 VARA 34 MEET G444 .rc' $. s,+' iT t �Y: 3 2 ��4r.:" - ADD: APX CONTROL HEAD SOFTWARE T 34 G67 ADD: REMOTE MOUNT MID POWER 34 1 G89 ^� ADD: NO RF ANTENNA NEEDED 34 B18 ADD: AUXILARY SPKR 7.5 WATT 34 G138 ADD: APX MOTORCYCLE CH SFWR 34 W620 ADD: NO NITRCYCLE ENCL NEEDED APEX 34 GA01116 ADD: DUAL RADIO AUDIO COMBINER 34 G90 J ADD: NO MICROPHONE NEEDED 34 GA01115 ADD: DUAL RADIO STACKABLE MP TRUNNI 34 GA01113 ENH: DUAL RADIO OPERATION (PRIMARY 34 GA05100 DEL:NO SFS -STD WARRANTYAPPLIES 34 HMN1090 PALM MICROPHONE Santa Ana Police Department APX 6500 Motorcycle Hot Red Receiver Red Subscribers City of Santa Ana NICC7500 P25 Djap3tcn Migration and Subscribers 02 April 2015 Use or disclosur =_ of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Equipment List 2 -5 _ e . . �M30URS9PW1N — , a X34 7/800 SINGLE BANDAPX7500 34 G51 ENH: SMARTZONE OPERATION APX 34 G806 ADD: ASTROO DIGITAL CAI OPERATION 34 G361 ADD: P25 TRUNKING SOFTWARE 34 G88 ADD: APX NO 02/07 CH NEEDED MTCL 34 G444 ADD: APX CONTROL HEAD SOFTWARE -e 34 G67 ADD: REMOTE MOUNT MID POWER 34 G89 ADD: NO RF ANTENNA NEEDED 34 G90 ADD: NO MICROPHONE NEEDED 34 G138 ADD: APX MOTORCYCLE CH SFWR 34 W620 ADD: NO MTRCYCLE ENCL NEEDED APEX 34 B18 ADD: AUXILARY SPKR 7.5 WATT 34 GA01117 ENH: DUAL RADIO OPERATION (SECONDAR 34 GA05100 DEL:NO SFS -STD WARRANTYAPPLIES e -- 34` H1835 8 MODE DIRECT ENTRY DEKi 34 HKN61696 CABLE, REMOTE MOUNT, 5M 34 HMN1090 PALM MICROPHONE _ City of Santa Ana NICC7500 P25 Djap3tcn Migration and Subscribers 02 April 2015 Use or disclosur =_ of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Equipment List 2 -5 r 2.1,9 Santa Ana Police Department APX 7500 Consolettes Santa Ana Police Department XTS 5000 Flash Upgrade -_ . T7000 atyT d ° ., s . h31'. -.ye. 8 L30URS9PW1 N APX7500 SINGLE BAND 7/600 8 G806 — ADD: ASTROO DIGITAL CAI OPERATION 8 G51 ENH: SMARTZONE OPERATION APX 8 G361 — ADD: P25 TRUNKING SOFTWARE 8 GA00469 _ ENH: EXTENDED DISPATCH APX CONSOLET 8 W382 ADD: CONTROL STATION DESK GCAI MIC s 8 CA01598 ADD: AC LINE CORD US 8 L999 ADD: FULL FP W /05 /KEYPAD /CLOCKA/U 8 W969 ADD: MULTIPLE KEY ENCRYPTION OPERAT �^ 8 G851 ADD: AES /DES -XL /DES -OFB ENCRYPTION 8 HKN6233C — APX CONSOLETTE RACK MOUNT KIT 1 DSEVNSL0615A1000 1000FT (304.8 -M), CATS / 400 MHZ, S Santa Ana Police Department XTS 5000 Flash Upgrade 2.1.10 Santa Ana Police Department XTL 5000 Flash Upgrade �� 1 -_ . T7000 ��- _ 11 . .� b a 7: a s ... DIGITAL SMARTZONE 8 G347 1 T6751 DIGITAL SMARTZONE 194 Q806 ADD: SOFTWARE ASTRO DIGITAL CAI OPE 194 Q361 ENH: PROJECT 25 9600 BAUD TRUNKING 194 Q327BG ENH: UPGRADE EXISTING SMARTZONE 194 H869BN m ADD: MULTIKEY — 1 T7769 PCMCIA NEW UCM UPGRADE CARD (XTS/XT 99 CA00182AG ADD: AES ENCRYPTION SOFTWARE 1 T7769 PCMCIA NEW UCM UPGRADE CARD (XTS /XT 95 CA00182AG ADD: AES ENCRYPTION SOFTWARE 2.1.10 Santa Ana Police Department XTL 5000 Flash Upgrade �� 1 -_ . T7000 ��- _ 11 . .� b a 7: a s ... DIGITAL SMARTZONE 8 G347 ENH: SMARTZONE UPGRADE -- 8 G361 ENH: ASTRO PROJECT 25 TRUNKING SOFT 8 W969 ENHANCES MULTI KEY OPERATION UPGRAD 1 T7769 PCMCIA NEW UCM UPGRADE CARD (XTS /XT 8 CA00182AG ADD: AES ENCRYPTION SOFTWARE City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 Apra 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page Ga,) Motorola Solutions Confioentla) Restricted Equipment List 2 -6 2.1.11 Santa Ana Public Works APX 4000 Subscribers 2.1.12 Santa Ana Public Works APX 6500 Subscribers 38 , �`,v I M M25URS9PW1 N APX6500 7/800 MHZ MID POWER MOBILE 38 108 H51UCF9PW6N APX 4000 7/800 MHZ MODEL 2 PORTABLE 108 OA02756 ENH: 3600 OR 9600 TRUNKING BAUD SIN 108 QA04865 ADD: TWO KNOB CONFIGURATION 106 QA00682 ALT: IMPRES LHON 2300MAH FM (NNTN 108 OA051 00 ~T ENH:STD WARRANTY APPLIES-NO SFS 108 WPLN4232A 110 VAC 50/60 HZ US IMPRES SUC 108 PMMN4046A IMPRES SPEAKER MIC WNOL, IP57 108 NNTN8560A BATT IMPRES L1ION TIA4950 IP67 2500 2.1.12 Santa Ana Public Works APX 6500 Subscribers 38 , �`,v I M M25URS9PW1 N APX6500 7/800 MHZ MID POWER MOBILE 38 G51 ENH: SMARTZONE OPERATION APX6500 38 G806 ADD: ASTRO? DIGITAL CAI OPERATION 33 G361 ADD: P25 TRUNKING SOFTWARE 38 GA00805 ADD: APX 07 CONTROL HEAD. 38 G444 ADD: APX CONTROL HEAD SOFTWARE 38 G67 ADD: REMOTE MOUNT MID POWER 33 G335 ADD: ANT 114 WAVE 762-870 MHZ 38 W22 ADD: PALM MICROPHONE 38 B18 ADD: AUXILARY SPKR 7.5 WATT 38 GA06100 DEL:NO SFS-STD WARRANTYAPPLIES City of Santa Ara MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page 0 Motorola Solutions Confidential Restricted Equipment List 2-7 2.113 Santa Ana Public Works APX 7500 Consolettes 3 .tvt .�u"YxY��.3F° L30URS9PW1 N . „1 -.� -.. a- .w. } e4`3:t��v� ,e!..ti.�'• APX7500 SINGLE BAND 7/800 3 G806 d ADD: ASTRO? DIGITAL CAI OPERATION 3 G51 ENH: SMARTZONE OPERATION APX �^ 3 G361 ADD: P25 TRUNKING SOFTWARE 3 GA00469 ENH: EXTENDED DISPATCH APX CONSOLET 3 W382 v� ADD: CONTROL STATION DESK GCAI MIC 3 CA01598 ADD: AC LINE CORD US 3 L990 ADD: FULL FP W /05 /KEYPAD /CLOCK/VU 3 HKN6233 ASSEMBLY,ACCESSORY,APX CONSOLETTE R 3 DSEVNSL0615A1000 A 1000FT (304.8 -M), CAT6 / 400 MHZ, S 2,1.14 Santa Ana Public Works XTS 5000 Flash Upgrade �_. T6751 ¢ _� A�..__,. a to c: ._sE DIGITAL SMARTZONE 1T 8 Q806 ADD: SOFTWARE ASTRO DIGITAL CAI OPE s 8 Q361 ENH, PROJECT 25 9600 BAUD TRUNKING i 8 Q327BG ENH: UPGRADE EXISTING SMARTZONE 2.1.15 Santa Ana Public Works XTS 2500 Flash Upgrade City or Santa Ana tMC07500 P25 Dispatch Migration and Subscribers 02 April 2015 Use old mclosme a` this proposal Is subjacl to the restrictions e,, the cover page. Motorola Solutions Confidential Restricted Equipment List 2 -8 DIGITAL AND ANALOG LIMITED 3600 BAU 1 T6811 6 Q806 ADD: SOFTWARE ASTRO DIGITAL CAI OPE 6 Q574AG ENH: TRUNKING 9600 BAUD FLASHPORT City or Santa Ana tMC07500 P25 Dispatch Migration and Subscribers 02 April 2015 Use old mclosme a` this proposal Is subjacl to the restrictions e,, the cover page. Motorola Solutions Confidential Restricted Equipment List 2 -8 City of Santa Ana (Schedule B) Compound Period: Annual Nominal Annual Rate: 0.000% Nominal Annual Rate: 3.120% CASH FLOW DATA (first 14 months) - Interest free 14 months (remaining term) Event Date Amount Number Period End Date 1 Loan 5/15/2015 $4,257,403.00 1 2 Payment 7/15/2016 $ 486,765.81 9 Annual 7/15/2024 3 Payment 5/15/2025 $ 486,765.81 1 AMORTIZATION SCHEDULE - Normal Amortization, 360 Day Year Purchase Option Date Payment Interest Principal Balance Loan 5/15/2015 $ 4,257,403.00 1 7/15/2016 $ 486,765.81 $ $ 486,765.81 $ 3,770,637.19 2 7/15/2017 $ 486,765.81 $ 117,643.88 $ 369,121.93 $ 3,401,515.26 3 7/15/2018 $ 486,765.81 $ 106,127.28 $ 380,638.53 $3,020,876.73 4 7/15/2019 $ 486,765.81 $ 94,251.35 $ 392,514.46 $2,628,362.27 5 7/15/2020 $ 486,765.81 $ 82,004,90 $ 404,760.91 $ 2,223,601.36 6 7/15/2021', $ 486,765.81 $ 69,37636 $ 417,389.45 $1,806,211.91 7 7/15/2022 $ 486,765.81 $ 56,353.81 $ 430,412.00 $1,375,799.91 8 7/15/2023 $ 486,765.81 $ 42,924.96 $ 443,840.85 $ 931,959.06 9 7/15/2024 $ 486,765.81 $ 29,077.12 $ 457,688.69 $ 474,270.37 10 511512025 $ 486,765.81 $ 12,495.44 $ 474,27037 $ Grand Totals $4,867,658.10 $ 610,255.10 $4,257,403.00 INITIAL INSURANCE RBQUIRENIENT $4,257.40100 Exeept n. spcciiicxlly provided in SCCt100 flee of [ha Lome hemof, Lcs;ee agree, to pav to Le»ui or its eissjgiee (tic Lease Payments including the intcrenz portion, in the nrnnunts and dalas specified in Uteaboee payment sehedulC. EVIDENCE Or INSURANCE Fire, extended coverage, public liability and property damage insurance for all of the Equipment listed on Schedule A number 23717 to that Equipment Lease Purchase Agreement number 23717 will be maintained by the City of Santa Ana as stated in the Equipment Lease Purchase Agreement This insurance shall name MOTOROLA SOLUTIONS, h IC. or its assignee as additional insured said toss payee for the term of the Schedule A number 23717.This insurance is provided by: Alliart Insurance Services Nameofinsuranceprcwidar- Broker 13_01 Dove Street,. Suite 200 Address of insurance provides Newport Beach,CA 92660_,_ City, State and tip Code 949 - 756 -0271 Phone number of insurance provider In accordance with the Equipment Lease Purchase Agreement Number 23717 ,City of Santa Ana , 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 _peril of fire included in_property coverage. $1 Billion 7/1/14 7/1/15 017471589/01(Dcc 03) Property Damage for A11.Ris_s __. ... Public Liability $0-.$l million 721/1.4 7/l/1S _elf _insured. _.. $1 -$27 million - Big independent Cities Excess Pool with reinsurance and excess insurance as follows: $1 million excess of SIR - Policy 3128216 $10 million excess of $2 million - Policy WPP102872403 $15 million excess of $12 million - Policy 8090027 STATEMENT OF ESSENTIAL USE /SOURCE OF FUNDS To t uther understand the essential governmental use intended for the equipment together with an understanding of sources from which payments will be made, please address the following questions by completing this form or by sending a separate letter: As it relates to City of Santa Ana LEASE No. 23717 What is the specific use of the equipment? Equipment is used for radio communications by the Police Department for emersenev and non- emergencv dailv operations, special events, and inter- agenev communications during mutual aid situations and potentially catastrophic events. Public Works, Planning & Development, Parks and Recreations and Finance Agencies within the City utilize the equipment for communications during their respective daily operations; including interoperable communications with public safety when requesting police response. 2. Why is the equipment essential to the operation of City of Santa Ana? Due to the nature of the work performed by Santa Ana Agencies, radio equipment provides the essential communications needs to perform daily operational needs. Does the equipment replace existing equipment? Yes If so, why is the replacement being made? Existing equipment has reached its end -of -life and requires replacement and /or upgrade. Replacement parts are no longer available and the systems are no longer be sustainable throul4h the vendor. Replacement and /or upgrade of equipment also meets the P25 compliancy standard required by 2018. 4. Is there a cost justification for the new equipment? Yes If so, please attach outline ofjustification. See page 2 5. What is the expected source of finds for the payments due under the Lease for the current fiscal year and future fiscal years? Citv General Fund Budget; appropriated on an annual basis. Page 2 - cout'd Cost justification for Next Generation equipment for City of Santa Ana Current city -owned equipment has reached its end -of- Life and requires replacement and /or software upgrade. The existing radio equipment includes; police dispatch consoles, all mobile and portable radios and base radio control stations. Console and Radio Eauipment Currently, Police Communications operates seven radio dispatch consoles within the Emergency 911 Operations Center. These dispatch consoles have been discontinued and will not support the technical and operational requirements of the "Next Generation" 800 MHz system. The existing Gold Elite Console equipment will be replaced with an IP based Motorola NICC7500 model that will provide console priority and support the "Next Generation" radio system; maintaining all features and functions. Motorola Solutions provides the only equipment that is compatible with the 800 MHz system. Santa Ana Police dispatch consoles are scheduled for replacement in January 2016. The replacement cost for seven dispatch consoles will be $600,182 (P &I) Approximately 78% of current City owned subscriber radio equipment are obsolete and require replacement. These legacy radios cannot be upgraded and will not be compatible with the new Project 25 (P25) radio system, however a small portion of equipment may only require a software upgrade. Equipment replacement includes portable and mobile radios, along with base radio control stations. Portable radios, both the Motorola APX6000 utilized by public safety and the Motorola APX4000 utilized by other City agencies, allow users the flexibility of a portable radio that can be carried while performing their assigned duties. The Astro Spectra mobile radios are affixed within various City vehicles for use by public safety and participating City agencies. The current Astro Spectra Base Radio is obsolete and can no longer be repaired. Thus, when the system backbone is upgraded to Project 25 (P25) standard during FY 2018 -19, all subscriber radios must be P25 capable. Administered by the Telecommunications Industry Association, P25 is the standard for the manufacturing of interoperable digital two -way wireless communications products. Specifically, equipment today must demonstrate compliance with the P25 standard to meet the current best practice needs and ensure compatibility with other P25 equipment. Orange County Law Enforcement agencies have long benefited from a unique capability to monitor the Orange County Law Enforcement Channel known as "Red Channel ". The Hot Red radio receiver installed in all front -line law vehicles allows for officers to monitor Red channel at all times, regardless of what channel they have selected as their primary channel . This allows an officer to listen to emergency traffic from other agencies such as crime broadcasts or pursuits while still communicating with Santa Ana Police dispatch. This capability requires a unique configuration of radio equipment that is not available in any other off -the -shelf arrangement, and is a proprietary system designed by Motorola, Inc. Nlotorola has extended a 50% discount off the list price to agencies, if purchased prior to December 3 t, 2015. The total replacement cost of City owned portable and mobile radios along with the base control stations equipment is $=1,267,176 (P &I). Bank Qualified Statement LESSEE, City of Santa Ana, CERTIFIES THAT IT H AS .N©T DESIGNATED THIS LEASE No. 23717 AS A QUALIFIED TAX - EXENIPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE AND IF THE LESSEE HAS DESIGNATED THIS LEASE AS A QUALIFIED TAX-EXEMPT OBLIGATION, CI HAS NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX - EXENIPT OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX - EXENIPT OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED $ UI,000,000, LESSEE FACT SHEET Please help Motorola Solutions, Inc. provide excellent billing service by providing the Following information: L Complete Billing Address Attention: Phone: CITY OF SANTA ANA P.O. Box 1988 - N[32 Santa Ana, CA 92702 Finance, Accounts Pavable 714 —647 —5464 2. Lessee County Location: Orange Countv 3. Federal Tax I.D. Number 95- 6000785 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: 800 NIHz - NG Equipment Replacement Appropriate Contact for Documentation / System Acceptance Follow — up: 6. Appropriate Contact & Tina Horner, Communications Nlanaser Nlailine Address 60 Civic Center Plaza Santa Ana, CA 92701 Phone: 714— 245 —8650 Fax: 714 — 245 - 8185 T Payment remit to address: Thank you ELPAshort A 1.01. 13 Motorola Credit Corp. P.O. Box 71132 Chicago, [L 6694 -1132 Form 8 �9��_�a Information Return for Tax-Exempt Governmental Obligations Septeemer 2nN) ► Under Internal Revenue Code section 149(e) nWH e)o 1545.(,21) Department 01 the Leasury ► See separate instructions. Internal Revenue Service Caution: If fhe issue price is under $100,000, use Form 9038 -GC. Reporting Authority If Amended Return, check here ► ❑ 1 Issuer's name 2 Issuers employer vonrl'cs!ion cumber (EIPq City of Santa Ana as Name of Person (other than issuer) with whom the IRS may commueicme about this ra turn (see instmc non9) ab Telephone newer of other person ;hnwn on 3, 4 Number and streel (or P.O. hex if mail is not delivered to street address) Poom /suite 5 Report number tFor IFS Use Onmi 20 Civic Center Plaza 13 6 City, town, or post office, state, and ZIP cane 7 earn of issue Santa Ana CA 92701 5 115115 _ _ B Name of issue B CUSIP number Equipment Lease- Pur_chas_e Agreement 23717 10a Name and title of officer or other employee of the issuer whom the IRS may off for moro information (see tab T,aephonc number of officer or other Instructions) employee shown an 10a tja" .1 Type of Issue (enter the issue price). See the instructions and attach schedule. ti 12 13 14 15 16 17 18 Education. 7 . . . . . . . . . Health and hospital . . . . . . . . . . . . . . . . . . . . . Transportation . . . . . . . . . . . . . . . . . . . . . Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other. Describe ► _ 12 i f3 14 —106,379 25 15 16 _ tt- _.__�_ 19 20 If obligations are TANS or RANs, check only box 19a . . . _ . . . . . . . . ► ❑ If obligations are BANS, check only box 19b . . . . . . . . . . . . . . . ► ❑ If obligations are in the form of a lease or installment sale, check box . . . . . . > Cl " ' Description of Obligations, Complete for the entire issue for which this form is being filed. to) FPal maturity date 21 5f15125 (b) II price (a) Stated redemption {d) N /etghted rice at matunt avers e matwit 4,106,879.25 $ p 4,106,87^ 10y years1 (e) Yield 3,12 ah Uses of Proceeds of Bond issue (including underwriters' discount) ry —. 22 23 24 25 26 27 28 29 30 Proceeds used for accrued interest . . . . . . . . . . . . . . .�. _ Issue price of entire issue (enter amount from line 21, column (b)) . . . . Proceeds used for bond issuance costs (including underwriters' discount) . 24 Proceeds used for credit enhancement . . . . . . . . . . , 25 Proceeds allocated to reasonably required reserve or replacement fund 26 Proceeds used to currently refund prior issues . . . . . . . 27 Proceeds used to advance refund prior issues . . . . . . . . 28 Total (add lines 24 through 29) . . . . . . . . . . . . . . . . Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 22 23 4,106,379.25 - 29 _ 30 Description of Refunded Bonds. Complete this Part onlfar refunu ding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . P. ars 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . ► years 33 Enter the last date on which the refunded bonds will be called (DAM /DD/YYYY) . . . . . . 34 Enter the date(s) the refunded bonds were issued Y (NnmveonvYy) For Paperwork Reduction Act Notice, see separate instructions. Cal. No 63777,S Form 8038- G;Ray. 9 -2011) Fo<m 6090 -r3 (Rev.9 20 11) Page 2 Miscellaneous 35 Enter the amount of the state the Issue under section 14 1 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment 35 contract volume ca 111ocat�d to (GIC) (see Instructions) 360 b Enter the final maturity date of the GIC ► — 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 . . . . . . . . . . . . . . . . . . . . . . . 137 38a Is 39 40 41a If this issue is a loan made from the proceeds of another tax - exempt issue, check box P. ❑ and enter the following Enter the date of the master pool obligation ► Enter the EIN of the issuer of the master pool obligation ► _�� — Enter the name of the issuer of the master pool obligation Ili- If the issuer has designated the issue under section 265(b)(3)(B)(i)(II1) (small issuer exception), check box If the issuer has elected to pay a penalty In lieu of arbitrage rebate, check box . . . . . . . . If the issuer has identified a hedge, check here Iii ❑ and enter the following information: ► ❑ ► O Is Name of hedge provider► is Type of hedge lie _y -s- - - -` d Term of hedge ► _ __ 42 If the issuer has superintegrated the herJge, 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 . . . . . . . . . ► Enter the date the official intent was adopted ► Untler penalties of perjury. I declare :hat I nave assmlaed this return and accompanying schedules and statements. and to the best of my knowledge Signature and belles, 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 and process this return, to the person that I have authorized oho" Consent Sign ilcre of Issuer's authorzed representative — Da:e T _ Type or print name and title — PdntrType preparer's name Preparer's signature Data PTiN Paid II Cnacx ❑ if - -_ __.._ ... — —___- _- -- -.— eu- employed Use Only Firm's name y_ _Firm s EIN Firm's address Rhona no, Form 8038 -G (Rev, 9-201 1) k_ i l .'I. Y. 111'1 (.� � • T Y • IFAMIAK01401141 MCI I The undersigned Lessee hereby acknowledges receipt of the Equipment described below ( "Equipment') and Lessee hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes of lease Schedule A to the Equipment Lease Purchase Agreement executed by Lessee and Lessor. Equipment Lease Purchase Agreement Date: October_, 2015 Equipment Lease Purchase Agreement No.: 23717 Lease Schedule A No.: 23717 Equipment referenced in lease Schedule A# 23717. See Schedule A for a detailed Equipment List. LESSEE: CITY OF SANTA APIA By: Date: IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. FIUIZAR / DAVID CAV Clerk of the Council City Manager RECOMMENDED FOR APPROVAL: Car os Rojas Chief of Police