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R2023-259 2023-10-23
RESOLUTION NO. R2023-259 A Resolution of The City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to participate in an interlocal cooperative pricing arrangement with the Houston-Galveston Area Council (HGAC) for a 5-year lease purchase of Police Radios, in the total amount of $1,726,892.65 ($345,378.53 annually), from Motorola Solutions, Inc. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That contract pricing has been obtained through interlocal cooperative partner HGAC for the lease purchase of Police Radios. Section 2. That the City Manager or his designee is hereby authorized to participate in an interlocal cooperative pricing arrangement with the Houston-Galveston Area Council (HGAC) for the lease purchase of Police Radios, in the total amount of $1,726,892.65, from Motorola Solutions, Inc. PASSED, APPROVED and ADOPTED this the 23rd day of October, A.D., 2023. ________________________________ J. KEVIN COLE MAYOR ATTEST: ________________________________ FRANCES AGUILAR, TRMC, MMC CITY SECRETARY APPROVED AS TO FORM: ________________________________ DARRIN M. COKER CITY ATTORNEY DocuSign Envelope ID: 96DD53B2-5E80-4B2C-BB6D-0DF9C31BB718 Billing Address: PEARLAND, CITY OF PO BOX 2068 PEARLAND, TX 77588 US Shipping Address: PEARLAND, CITY OF 2555 CULLEN PKWY PEARLAND, TX 77581 US Quote Date:10/06/2023 Expiration Date:12/05/2023 Quote Created By: Robert Torres robert.torres@bearcom.com End Customer: PEARLAND, CITY OF Jennifer Haupt jhaupt@pearlandtx.gov Contract: HGAC RA05-21 Line #Item Number Description Qty List Price Disc %Sale Price Ext. Sale Price APX™ 6000 Series APX6000 1 H98UCF9PW6BN APX6000 700/800 MODEL 2.5 PORTABLE 185 $3,595.00 48.0%$1,869.40 $345,839.00 1a QA01648AA ADD: HW KEY SUPPLEMENTAL DATA 185 $6.00 48.0%$3.12 $577.20 1b G996AU ADD: PROGRAMMING OVER P25 (OTAP) 185 $110.00 48.0%$57.20 $10,582.00 1c QA01767AT ADD: P25 LINK LAYER AUTHENTICATION 185 $110.00 48.0%$57.20 $10,582.00 1d Q361AR ADD: P25 9600 BAUD TRUNKING 185 $330.00 48.0%$171.60 $31,746.00 1e Q58AL ADD: 3Y ESSENTIAL SERVICE 185 $184.00 0.0%$184.00 $34,040.00 1f QA00580AC ADD: TDMA OPERATION 185 $495.00 48.0%$257.40 $47,619.00 1g Q498AY ENH: ASTRO 25 OTAR W/ MULTIKEY 185 $814.00 59.11%$332.88 $61,582.80 1h H38BT ADD: SMARTZONE OPERATION 185 $1,320.00 48.0%$686.40 $126,984.00 1i QA09113AB ADD: BASELINE RELEASE SW 185 $0.00 0.0%$0.00 $0.00 1j QA07680AA ADD: MULTI SYSTEM OTAR 185 $165.00 48.0%$85.80 $15,873.00 QUOTE-2366763 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""UnderlyingAgreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, thenMotorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800 Page 1 Exhibit A Line # Item Number Description Qty List Price Disc % Sale Price Ext. Sale Price 1k Q806BM ADD: ASTRO DIGITAL CAI OPERATION 185 $567.00 48.0% $294.84 $54,545.40 1l Q629AK ENH: AES ENCRYPTION AND ADP 185 $523.00 65.28% $181.56 $33,588.60 APX™ 6500 / Enh Series ENHANCEDAPX6500 2 M25URS9PW1BN APX6500 ENHANCED 7/800 MHZ MOBILE 172 $3,383.12 52.0% $1,623.90 $279,310.80 2a QA01648AA ADD: HW KEY SUPPLEMENTAL DATA 172 $6.00 52.0% $2.88 $495.36 2b G996AS ENH: OVER THE AIR PROVISIONING 172 $110.00 52.0% $52.80 $9,081.60 2c GA00580AA ADD: TDMA OPERATION 172 $495.00 52.0% $237.60 $40,867.20 2d G66BJ ADD: DASH MOUNT E5 APXM 172 $138.00 52.0% $66.24 $11,393.28 2e G51AU ENH: SMARTZONE OPERATION APX6500 172 $1,320.00 52.0% $633.60 $108,979.20 2f G78AT ENH: 3 YEAR ESSENTIAL SVC 172 $288.00 0.0% $288.00 $49,536.00 2g GA01606AA ADD: NO BLUETOOTH/ WIFI/GPS ANTENNA NEEDED 172 $0.00 0.0% $0.00 $0.00 2h G298AS ENH: ASTRO 25 OTAR W/ MULTIKEY 172 $814.00 78.96% $171.29 $29,461.88 2i B18CR ADD: AUXILIARY SPKR 7.5 WATT APX 172 $66.00 52.0% $31.68 $5,448.96 2j G843AH ADD: AES ENCRYPTION AND ADP 172 $523.00 74.84% $131.61 $22,636.92 2k G444AH ADD: APX CONTROL HEAD SOFTWARE 172 $0.00 0.0% $0.00 $0.00 2l G806BL ENH: ASTRO DIGITAL CAI OP APX 172 $567.00 52.0% $272.16 $46,811.52 2m GA01767AG ADD: RADIO AUTHENTICATION 172 $110.00 52.0% $52.80 $9,081.60 2n GA01670AA ADD: APX E5 CONTROL HEAD 172 $717.00 52.0% $344.16 $59,195.52 QUOTE-2366763 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""UnderlyingAgreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, thenMotorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800 Page 2 Line # Item Number Description Qty List Price Disc % Sale Price Ext. Sale Price 2o W22BA ADD: STD PALM MICROPHONE APX 172 $79.00 52.0% $37.92 $6,522.24 2p QA09113AB ADD: BASELINE RELEASE SW 172 $0.00 0.0% $0.00 $0.00 2q G174AD ADD: ANT 3DB LOW- PROFILE 762-870 172 $47.00 52.0% $22.56 $3,880.32 2r G361AH ENH: P25 TRUNKING SOFTWARE APX 172 $330.00 52.0% $158.40 $27,244.80 3 NNTN8860A CHARGER, SINGLE-UNIT, IMPRES 2, 3A, 115VAC, US/NA 10 $186.50 25.0% $139.88 $1,398.80 4 PMMN4025AL MICROPHONE,IMPRES REMOTE SPEAKER MIC 10 $113.40 20.0% $90.72 $907.20 Grand Total $1,485,812.20(USD) Notes: ● Unless otherwise noted, this quote excludes sales tax or other applicable taxes (such as Goods and Services Tax,sales tax, Value Added Tax and other taxes of a similar nature). Any tax the customer is subject to will be added toinvoices. QUOTE-2366763 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""UnderlyingAgreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, thenMotorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800 Page 3 Purchase Order Checklist Purchase Order Checklist Marked as PO/ Contract/ Notice to Proceed on Company Letterhead (PO will not be processed without this) PO Number/ Contract Number PO Date Vendor = Motorola Solutions, Inc. Payment (Billing) Terms/ State Contract Number Bill-To Name on PO must be equal to the Legal Bill-To Name Bill-To Address Ship-To Address (If we are shipping to a MR location, it must be documented on PO) Ultimate Address (If the Ship-To address is the MR location then the Ultimate Destination address must be documented on PO ) PO Amount must be equal to or greater than Order Total Non-Editable Format (Word/ Excel templates cannot be accepted) Bill To Contact Name & Phone # and EMAIL for customer accounts payable dept Ship To Contact Name & Phone # Tax Exemption Status Signatures (As required) Motorola Solutions, Inc. Date:October 6, 2023 Financing proposal for: City of Pearland, TX Communications System Financing Proposal Motorola Solutions Credit Company LLC is pleased to submit the following proposal for the financing of your Motorola Communications P-25 solution in accordance with the terms and conditions outlined below: Transaction Type:Municipal Lease-Purchase Agreement Lessor:Motorola Solutions, Inc. (or its Assignee) Lessee: City of Pearland, TX Amount:$1,485,812.20 Down Payment:$0.00 Balance to Finance:$1,485,812.20 Equipment:As per the Motorola equipment proposal. Title:Title to the equipment will vest with the Lessee. Insurance:Lessee will be responsible to insure the equipment as outlined in the lease contract. Taxes:Personal property, sales, leasing, use, stamp, or other taxes are for the account of the Lessee. Option One Option Two Option Three Lease Term:Three Years Five Years Seven Years Payment Frequency:Annual Annual Annual Payment Structure:Arrears Arrears Arrears Lease Rate:5.54% 5.23% 5.06% Lease Factor:0.370908 0.232451 0.173186 Lease Payment:$551,099.42 $345,378.53 $257,321.23 Payment Commencement:First payment due one year after contract execution. Expiration:This interest rate methodology is valid for all leases commenced by 10/30/2023 Indexing arrangement – Non-bank qualified structure 3, 5 and 7 year terms The Lease Payments shall be calculated using a rate of interest (“Lease Rate”) that is initially indexed to the three (3), five (5) or seven year (7) average life SOFR Rate (the “Index Rate”) . The average life SOFR Rate corresponds to the respective lease term. On the Commitment Date, the final Lease Rate will be calculated by taking the Index Rate for that date from the SOFR Report, adding a spread of 2.24% and multiplying the sum of those two numbers by .7835 to calculate the Lease Rate for the 3 year term. The rate for the 5 year term will be calculated by taking the Index Rate for that date from the SOFR Report, plus a spread of 2.20% and multiplying the sum of those two numbers by .7835. The rate for the 7 year term will be calculated by taking the Index Rate for that date from the SOFR Report, plus a spread of 2.10% and multiplying the sum of those two numbers by .7835. The rates are then fixed for the full term of the Lease. Three year average life: 5.02% Five year average life: 4.72% Seven year average life: 4.52% Qualifications:Receipt of a properly executed documentation package. Lessee qualifies as a political subdivision or agency of the State as defined in the Internal Revenue Code of 1986. The interest portion of the Lease Payments shall be excludable from the Lessor's gross income pursuant to Section 103 of the Internal Revenue Code. Receipt of a copy of the last years audited financial statements and current year's budget from the Lessee. This proposal should not be construed as a commitment to finance. It is subject to final Motorola credit committee approval. This quote is based on the general level of interest rates, primarily U.S. Treasury Bills of like term maturity. Any movement in those rates in excess of 10 basis points will result in the revision of this quote. Documentation:Municipal Equipment Lease Purchase Agreement Opinion of Counsel Schedule A / Equipment List Schedule B / Amortization Schedule 8038G UCC-1 Certificate of Incumbency Statement of Essential Use/Source of Funds Evidence of Insurance or Statement of Self Insurance Resolution from governing body authorizing the execution of the Lease Please feel free to contact me if there are any questions or if an alternate structuring is required. Regards, Bill Stancik Motorola Customer Financing 847-538-4531 The following SOFR average life Index Rates were in place at the approximate time this quote was issued: MoroRaLA SOLUTIONS 8/7/23 City of Pearland 3519 Liberty Dr. Pearland TX 77581 Enclosed for your review, please find the Municipal Lease documentation in connection with the radio equipment to be leased from Motorola. The interest rate and payment streams outlined in Equipment Lease -Purchase Agreement #25459 are valid for contracts that are executed and returned to Motorola on or before October 31, 2023. After 10/31/23, the Lessor reserves the option to re -quote and re -price the transaction based on current market interest rates. Please have the documents executed where indicated and forward the documents to the following address: Motorola Solutions Credit Company LLC Attn: Bill Stancik / 44th Floor 500 W. Monroe Chicago, IL 60661 Should you have any questions, please contact me at 847-538-4531. Thank You, Motorola Solutions Credit Company LLC Bill Stancik ELPA TX Short C 72816 LESSEE FACT SHEET Please help Motorola Solutions, Inc. provide excellent billing service by providing the following information: 1. Complete Billing Address E-mail Address: Attention: Phone: 2. Lessee County Location: 3. Federal Tax I.D. Number 3523 Liberty Dr., Pearland, Texas 77581 accountspayable@pearlandtx.gov Kasie Christman 281-997-4290 Brazoria 74-6028909 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: 2024-00000371 5. Equipment description that you would like to appear on your invoicing: Police replacement radios Appropriate Contact for Documentation / System Acceptance Follow-up: 6. Appropriate Contact & Mailing Address Kasie Christman 2555 Cullen Blvd. Pearland, Tx 77581 Phone: 281-997-4100 Fax: 7. Payment remit to address: Motorola Credit Corp. P.O. Box 71132 Chicago IL 60694-1132 Thank you ELPA TX Short C 72816 LESSEE: City of Pearland 3519 Liberty Dr. Pearland TX 77581 EQUIPMENT LEASE -PURCHASE AGREEMENT Lease Number: 25459 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 hereto and unless terminated according to terms hereof or the purchase option, provided in Section 18, is exercised this Lease will continue until the Expiration Date set forth in Schedule B attached hereto ('Lease Term"). 2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called), including the interest portion, in the amounts specified in Schedule B. The Lease Payments will be payable without n otice 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 o n 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 S ection 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. It is Lessee s intent to make Lease P ayments for the full Lease Term if funds are legally available therefor and in that regard Lessee represents that the Equipment will be used for one or more authorized governmental or proprietary functions essential to its proper efficient and economic operation. 3. DELIVERY AND ACCEPTANCE. Lessor will cause the Equipment to be delivered to Lessee at the location specified in Schedule A ("Equipment Location"). Lessee will accept the Equipment as soon as it has been delivered and is operational. Lessee will evidence its acceptance of the Equipment either (a) by executing and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor; or (b) by executing and delivering the form of acceptance provided for in the Contract (defined below). Even if Lessee has not executed and delivered to Lessor a Delivery and Acceptance Certificate or other form of acceptance acceptable to Lessor, if Lessor believes the Equipment has been delivered and is operational, Lessor may require Lessee to notify Lessor in writing (within five (5) days of Lessee's receipt of Lessor s request) whether or not Lessee deems the Equipment (i) to have been delivered and (ii) to be operational, and hence be accepted by Lessee. If Lessee fails to so respond in such five (5) day period, Lessee will be deemed to have accepted the Equipment and be deemed to have acknowledged that the Equipment was delivered and is operational as if Lessee had in fact executed and delivered to Lessor a Delivery and Acceptance Certificate or other foim acceptable to Lessor. 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 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 N EITHER 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. ELPA TX Short C 72816 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 in any fiscal period of Lessee for Lease Payments o r other amounts due under this Lease are insufficient therefor, this Lease shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease Payments or other amounts herein agreed upon for which funds shall have been appropriated and budgeted. 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: (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 Lessors 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 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 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 Term. Lessee represents, covenants and warrants that (i) it will do or cause to be done all things n ecessary to preserve and keep the Lease in full force and effect, (ii) it has complied with all public bidding requirementswhere 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 excludability (including, without limitation, compensation relating to interest expense, penalties or additions to tax), which determination shall be conclusive (absent manifest e rror). 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. 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 o ption has not been exercised prior to the Expiration Date, title will immediately vest in Lessor or its Assignee and Lessee shall immediately discontinue use of the Equipment, remove the Equipment from Lessee s computers and other electronic devices and deliver the Equipment to Lessor or its Assignee. In order to secure all of its obligations hereunder, Lessee hereby (i) grants to Lessor a first and prior security interest in any and all right title and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any ELPA TX Short C 72816 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 n ecessary 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 Lessors 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 e lsewhere 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 e ncumbrances 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 u nfitness 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 n ext 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, or, with Lessor's prior written consent, Lessee may self -insure against any or all such risks. All insurance covering loss of or damage to the Equipment shall be carried in an amount no less than the amount of the then applicable Balance Payment with respect to such Equipment. The initial amount of insurance required is set forth in Schedule B. Each insurance policy will name Lessee as an insured and Lessor or it's Assigns as an additional 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 o r 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 ELPA TX Short C 72816 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 Lessors 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 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 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. ELPA TX Short C 72816 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, Certified Lessee Resolution (if any), Information Return for Tax -Exempt Governmental Obligations and the Delivery and Acceptance Certificate and other attachments hereto, and other documents or instruments executed by Lessee and Lessor in connection herewith, constitutes the entire agreement between the parties with respect to the Lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of the Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof. 24. EXECUTION IN COUNTERPARTS.This Lease may be executed in several counterparts, either electronically or manually, all of which shall constitute but one and the same instrument. Lessor reserves the right to request receipt of a manually -executed counterpart from Lessee. Lessor and Lessee agree that the only original counterpart for purposes of perfection by possession shall be the original counterpart manually executed by Lessor and identified as "Original", regardless of whether Lessee's execution or delivery of said counterpart is done manually or electronically. IN WITNESS WHEREOF, the parties have executed this Agreement as of the 31 sty' day of October,2023. LESSEE: City of Pearlan By: Printed Name: Title: e, � u.,<ye ThimeTIE 17/, cse, LESSOR: MOTOROLA SOLUTIONS, INC. By: Printed Name: Uygar Gazioglu Title: Treasurer ELPA TX Short C 72816 CERTIFICATE OF INCUMBENCY 15 ;5 Saildlet (Printed Name of Secretary/Clerk ) appointed and acting Secretary or Clerk of City of Pearland, an entity duly organized and existing under the laws of the State of Texas that I have custody of the records of such entity, and that, as of the date hereof, the individual(s) executing this agreement is/are the duly elected or appointed officer(s) of such entity holding the office(s) below his/her/their respective name(s). I further certify that (i) the signature(s) set forth above his/her/their respective name(s) and title(s) is/are his/her/their true and authentic signature(s) and (ii) such officer(s) have the authority on behalf of such entity to enter into that certain Equipment Lease Purchase Agreement number 25459, between City of Pearland 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. do hereby certify that I am the duly elected or IN WITNESS WHEREOF, I have executed this certificate and affixed the seal Cityogfgmland, hereto this 3 I ' day of October,2023. PEARL% e9 By: (Signature of Secretary/Clerk) OPINION OF COUNSEL SEAL 1(47 • 's.,, ` % With respect to that certain Equipment Lease -Purchase Agreement # 25459 by an&/ yeti +1Vlotorola 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 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 Pearland ELPA TX Short C 72816 SCHEDULE A EQUIPMENT LEASE -PURCHASE AGREEMENT Schedule A Lease Number: 25459 This Equipment Schedule is hereby attached to and made a part of that certain Equipment Lease -Purchase Agreement Number 25459 ("Lease"), between Motorola Solutions, Inc. ("Lessor") and City of Pearland ("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.) Refei to attached Equipment List. Location: Equipment Initial Term: 60 Months Commencement Date: 11/1/2023 First Payment Due Date: 11/1/2024 5 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. City of Pearland (Schedule B) Compound Period: Nominal Annual Rate: CASH FLOW DATA Annual 5.231% Event Date Amount Number Period End Date 1 Lease 2 Lease Payment 11/1/2023 11/1/2024 $1,485,812.20 $ 345,378.53 AMORTIZATION SCHEDULE - Normal Amortization, 360 Day Year Date Lease Payment Interest 1 5 Annual 11/1/2028 Principal Balance Lease 11/1/2023 1 11/1/2024 2 11/1/2025 3 11/1/2026 4 11/1/2027 5 11/1/2028 Grand Totals 345, 378.53 345, 378.53 345, 378.53 345, 378.53 345, 378.53 $1, 726, 892 65 $1,485,812.20 77,721.28 $ 267,657.25 $1,218,154.95 63, 720.41 $ 281, 658.12 $ 48, 987.17 $ 296, 391 36 $ 33,483.25 $ 311,895.28 $ 17,168.34 $ 328, 210.19 $ 241, 080.45 $ 1, 485, 812.20 936,496.83 640,105.47 328, 210.19 INITIAL INSURANCE REQUIREMENT: $1,485,812.20 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. EVIDENCE OF INSURANCE Fire, extended coverage, public liability and property damage insurance for all of the Equipment listed on Schedule A number 25459 to that Equipment Lease Purchase Agreement number 25459 will be maintained by the City of Pearland_as stated in the Equipment Lease Purchase Agreement. This insurance is provided by: Name of insurance provider Address of insurance provider City, State and Zip Code Phone number of local insurance provider E-mail address In accordance with the Fquipment Lease Purchase Agreement Number 25459 , City of Pearland, hereby certifies that following coverage are or will be in full force and effect. Type Amount Effective Expiration Policy Date Date Number Fire and Extended Coverage Property Damage Public Liability Certificate shall include the following: Description: All Equipment listed on Schedule A number 25459 to that Equipment Lease Purchase Agreement number 25459. Please include equipment cost equal to the Initial Insurance Requirement on Schedule B to Equipment Lease Purchase Agreement number 25459 and list any deductibles. Certificate Holder MOTOROLA SOLUTIONS, INC. and or its assignee as additional insured and loss payee 1303 E. Algonquin Road Schaumburg, IL 60196 If self -insured, contact Motorola representative for template of self-insurance letter. STATEMENT OF ESSENTIAL USE/SOURCE OF FUNDS To further understand the essential governmental use intended for the equipment together with an understanding of the sources from which payments will be made, please address the following questions by completing this form or by sending a separate letter: 1. What is the specific use of the equipment? Police radio communication 2. Why is the equipment essential to the operation of City of Pearland? To maintain essential communication between police officers and dispatchers. 3. Does the equipment replace existing equipment? Yes If so, why is the replacement being made? Existing equipment obsolete 4. Is there a specific cost justification for the new equipment? If yes, please attach outline of justification. Yes, replacement is necessary to maintain operations 5. What is the expected source of funds for the payments due under the Lease for current fiscal year and future fiscal years? The lease payment was specifically budgeted in the Police Department's general fund budget for the 2024 Fiscal Year budget, and will continue to be budgeted for the remainder of the lease agreement. the EQUIPMENT LEASE PURCHASE AGREEMENT DELIVERY AND ACCEPTANCE CERTIFICATE The undersigned Lessee hereby acknowledges receipt of the Equipment described below ("Equipment') and Lessee hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes of lease Schedule A to the Equipment Lease Purchase Agreement executed by Lessee and Lessor. Equipment Lease Purchase Agreement No.: 25459 Lease Schedule A No.: 25459 EQUIPMENT INFORMATION QUANTITY MODEL NUMBER EQUIPMENT DESCRIPTION Equipment referenced Schedule List. in A for lease a detailed Schedule A# See 25459. Equipment LESSEE: City of Pearland By: Date: CERTIFIED LESSEE RESOLUTION At a duly called meeting of the Governing Body of the Lessee (as defined in the City of Pearland Lease No. 25459) held on (Insert Date) October 23 2023, the following resolution was introduced and adopted. BE IT RESOLVED by the Governing Board of Lessee as follows: 1. Determination of Need. The Governing Body of Lessee has determined that a true and very real need exists for the acquisition of the Fquipment or other personal property described in the Lease between City of Peailand_(Lessee) and Motorola Solutions, Inc. (Lessor). 2. Approval and Authorization. The Governing body of Lessee has determined that the Lease, substantially in the form presented to this meeting, is in the best interests of the Lessee for the acquisition of such Equipment or other personal property, and the Governing Board hereby approves the entering into of the Lease by the Lessee and hereby designates and authorizes the following person(s) referenced in the Lease to execute and deliver the Lease on Lessee's behalf with such changes thereto as such person deems appropriate, and any related documents, including any escrow agreement, necessary to the consummation of the transactions contemplated by the Lease. 3. Adoption of Resolution. The signatures in the Lease from the designated individuals for the Governing Body of the Lessee evidence the adoption by the Governing Body of this Resolution OMB No. 1545-0720 Unforrnation Return for Tax xempt Governmental Bonds Form (Rev. Department Internal September 003G Revenue of the 2018) Treasury Service 0- Go Caution: to www.irs.gov/F8038G o If Under the issue Internal See price separate for Revenue is under$100,000, instructions instructions. Code section and use the 149(e) Form latest 8038-GC. information. Authority 'pa Reporting If Amended Return, check here U City 1 Issuer's of Pearland name 2 Issuer's employer identification number (E N) 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 3519 4 Number Liberty and street Dr. (or P.O. box if mail is not delivered to street address) Room/suite 5 Report number (For IRS Use Only) 3 I 1 6 City, town, or post office, state, and ZIP code 7 Date of issue Pearland TX 77581 11/1/23 Equipment 8 Name of Lease issue -Purchase Agreement 25459 9 CUSIP number None 10a Name instructions) and title of officer or other employee of the issuer whom the IRS may call for more information (see 10b employee Telephone number shown on of 10a officer or other Part II 11 12 13 14 15 16 17 18 19a b 20 Type of Issue (enter the issue price). See the instructions and attach schedule. Education . . Health and hospital . . . . Transportation . . . . . . . . . Public safety . . . . . . . . . Environment (including sewage bonds) ▪ . . . Housing . . . . . . . . Utilities . . . . • • • • • • • • • • • • • • • 11 12 13 14 15 16 17 Other. Describe t* 18 If bonds are TANs or RANs, check only box 19a If bonds are BANs, check only box 19b If bonds are in the form of a lease or installment sale, check box D ©x 1,485,812.20 Part III Description Bonds. Complete for the issue for this form being filed. of entire which is 21 (a) Final maturity date (b) Issue price (c) Stated price at redemption maturity average (d) Weighted maturity (e) Yield 11/1/28 1,485,812.20 1,485,812.20 5 years 5 . 2 3 1 % Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest . . 23 Issue price of entire issue (enter amount from line 21, column (b)) . . 24 Proceeds used for bond issuance costs (including underwriters' discount) 25 Proceeds used for credit enhancement . . 26 Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to refund prior tax-exempt bonds. Complete Part V . . 27 Proceeds used to refund prior taxable bonds. Complete Part V . 28 29 Total (add lines 24 through 28) . . 30 • N/A Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) Part V • Description of Refunded Bonds. Complete this part only for refunding bonds.N/A • 22 23 30 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . 33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) . . 34 Enter the date(s) the refunded bonds were issued o (MM/DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2018) years years Form 8038-G (Rev. 9-2018) Page 2 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC). See instructions b Enter the final maturity date of the GIC ► (MM/DD/YYYY) c Enter the name of the GIC provider 0- 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units 35 36a 37 38a If this Issue is a loan made from the proceeds of another tax-exempt issue, check boW]► and enter the following information: b Enter the date of the master pool bond ► (MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond ► d Enter the name of the issuer of the master pool bond ► 39 If the issuer has designated the issue under section 265(b)(3)(B)(I)(I II) (small issuer exception), check box 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box 41a If the issuer has identified a hedge, check herF* and enter the following information: b Name of hedge provider ► c Type of hedge ► d Term of hedge ► 42 If the issuer has superintegrated the hedge, check box 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions) check box 44 If the issuer has established written procedures to monitor the requirements of section 148, check box 45a If some portion of the proceeds was used to reimburse expenditures, check here ► and enter the amount of reimbursement ► b Enter the date the official intent was adopted ► (MM/DD/YYYY) Under pens ties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuers return information, as necessary to process this return, to the person that I have authorized above. Signatu re and Consent Signature of Authorized Representative Date Title ► ► ► ► Paid Prepa rer Signature