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Home My WebLink About1999-04-12 City Council (13)TO: FROM: City of Palo Alto C ty Manager’s Report HONORABLE CITY COUNCIL CITY MANAGER DEPARTMENT: POLICE DATE: SUBJECT: APRIL 12, 1999 CMR:203:99 RECOMMENDATION TO AUTHORIZE THE CITY MANAGER TO SIGN A LEASE AGREEMENT WITH MOTOROLA, INC. FOR A NEW 9-1-1 TELEPHONE SYSTEM THAT WILL BE FUNDED BY THE STATE OF CALIFORNIA RECOMMENDATION Staff recommends that Council authorize the City Manager to execute the attached agreement with Motorola, Incorporated for the lease of a new 9-1-1 system. BACKGROUND In 1972, the California Legislature passed Assembly Bill AB515 requiring the implementation ofa statewide 9-1-1 system. Implementation of Basic 9-1-1 services that routed callers to the nearest public safety answering point (PSAP) began in the mid 1970s. In 1984, the City of Palo Alto implemented Enhanced 9-1-1 services. In addition to routing the call, Enhanced 9-1-1 used improved technology to automatically display information about the callers’ location and telephone number on the dispatcher’s comPuter screen. In the last 15 years, telecommunications capabilities have changed considerably. Nearly half of all telephone calls made in California today utilize wireless technology. This has necessitated that public safety officials work closely with Federal and State agencies to maintain the links between people in need of emergency services and the emergency service providers. The Federal Communications Commission (FCC) and State regulations require that the wireless industry provide telephone numbers and eventually the location of wireless callers to local PSAPs. Additionally, an increase in the number of telephone numbers required due to the CMR:203:99 Page 1 of 4 popularity of fax machines and Intemet access will soon require that callers dial an eleven-digit number to make even local calls. This eleven-digit requirement increases the need for more effective equipment to handle emergency calls. As a result, new 9-1-1 systems have been developed to handle these changes. DISCUSSION The City ofPalo Alto’s current telephone equipment is not capable of handling the future requirements for 9-1-1 services. Since 1990, the State’s 9-1-1 Program has reimbursed PSAPs statewide for the replacement of their 9-1-1 customer premise equipment when such replacement is warranted. The State has come to realize that after approximately five years of service, 9-1-1 equipment may become obsolete. Prior State approval is required and has been obtained for reimbursement of eligible costs. The State provided the City with a choice of four vendors (Pacific Bell, Motorola, GTE and TCI). Costs for each of the systems was similar. Motorola was selected because of its ability to integrate the capabilities of the Palo Alto Communications Center with its system. The Motorola system will allow for more efficient service with less equipment. For example, the number of video display terminals and keyboards required in the Communications Center will be reduced while allowing the dispatchers easier operation of the equipment. CENTRALINK 2000 equipment, which consists of five Windows NT call-taker positions, will allow dispatchers to answer incoming 9-1-1, eleven digits, and conference calls; recall previous numbers; transfer calls; record digital announcements; handle Telecommunications Device for the Deaf (TDD) calls; and maintain reference and speed dial information. The system will also interface with the new Computer Aided Dispatch system that is currently being installed in the City’s Communications Center. The system’s digital technology is inherently more reliable. There is less risk of system failure, reduced wear and tear and reduced overall power consumption. CMR:203:99 Page 2 of 4 RESOURCE IMPACTS The cost of the replacement 9-1-1 system is $330,045. No City funds are needed due the State’s provision of funding. The State pays the vendor invoices directly. As part of the lease agreement, after five years, the City will own all the equipment including the network and telephone switch that is a part of this system. This will allow the City to upgrade to the latest technology at a reduced cost. Any mandated changes within that five-year period will be funded by the State. POLICY IMPLICATIONS This report does not represent any change to existing City policies TIMELINE The anticipated implementation time line is as follows: Order equipment Conduct pre-implementation assembly/testing Begin on site testing/implementation Complete implementation 4/99 7/99 9/99 10/99 ENVIRONMENTAL REVIEW This is not a project under the Califomia Environmental Quality Act. ATTACHMENTS Attachment A: Lease Agreement with Motorola Attachment B: State of California Approval Documents PREPARED BY:John Bush, Coordinator- Communications Services Lynne JohnsOn, Assistant Police Chief CMR:203:99 Page 3 of 4 DEPARTMENT HEAD: CITY MANAGER APPROVAL: CMR:203:99 Page 4 of 4 State of California ¯Department of General Services ¯ Gray Davis, Governor TELECOMMUNICATIONS DIVISION 601 Sequoia Pacific Boulevard ,, Sacramento, CA 95814-0282 ¯ (916) 657-9903 March 12, 1999 Mr. John Bush Coordinator, Communications Services Palo Alto Police Communications 275 Forest Avenue Palo Alto, CA 94301 Dear John: This correspondence is in response to your letter dated February 8, 1999. In your letter you requested State 911 Program funding for the replacement of your existing 911 equipment. You have selected Motorola to provide their CENTRALINK 2000 system for your replacement. Your letter was accompanied by a State TD-280 document that outlined the costs for the new service and equipment. Your request for funding is approved. Included with this correspondence is a copy of the TD-280 document marked approved by this office. A copy of the enclosed has been sent to Dave Savage at Motorola as well. Congratulations on your new CENTRALINK 2000 service. This system is representative of a new generation of 911 service, comprised of "intelligent w~)rkstations" that successfully integrates the functionality of telephony and computers. It will be fully compatible with an evolving 911 technology that is becoming more and more complex. Please call me at (916) 657-9180 with any questions about this information or about any aspect of your 911 service. Sincerely, Telecommunications Systems Analyst Emergency Telephone Systems Section D CO; ri:=:~l letters\osl:~orne~palomoto,doc Enclosed cc: Dave Savage, Dispatch Solutions Specialist, Motorola Communications St::te of Cs:;fomia CUSTOMER ORDER LIST FOR CUSTOMER PREMISE EQUIPMENT TD-280B (rev. 4~96) Public Agency Responsible for OperaUon City of PaiD Alto, CA PSAP LOCATION Paid Alto, CA 94303250 Hamilton Ave. Manager’s Address Same as above. TELEPHONE COMPANY OR VENDOR REPRESENTATIVE Name Dave Savage Address 8050 Norl~em Oak Circle Sacramento.,...CA 95828 Replace e-911 equipment with Motorola CENTRALINK2000 Program IAccount Name (State Use Only) ,/~ Page //I 1, Manager Telec".’r~mu~Icsd~n~,~G;w~3n-- John Bush Manager’s Telephone 650=329-2498 Company Teleph’one Motorola (916)689-6900 Lease Purchase ITEM~ OF EQUIPMENT EQUIPMENT CODE ANI Controller ANI Controller to .suport five position PSAP"’ e, dditional PBX Interface Cards - See Quote ALl Controller ALl hardwareJSoRware for Centralink 2000 System" a~dditional Cables - See Quote Ca,Taker Posil~ons Call Taker Equigrnent .... QTY 1 1 MONTHLY UNIT PPJCE MONTHLY CHARGE NON:,RECURNNG UNIT CHARGE $ 69,295.00 $ 12,660.Q0 $ $ $ Equipment Total 8ales Tax 8.25% Shipping Installation System Total 42,415.20 1,149.00 NON-RECURRING TOTAL $ 12,660.00 $ 42,415.20 $ 1,149.00 $109,775,00 $235,294,20 $19,41137 2,941,18 $ 72,398,00 $ 330,045,15 60 month Equipment Lease Payment $ 6,527.63 Maintenance Contract: lyr $400; 2yr$1316; 3yr $1381; 4yr $1534; 5yr $1610 $ 74,892.00 OFFICIAL ALRHORJZED TO SIGN FOR TH~ PUBLIC AGENCY MOTOROLA QUOTE SHEET Prepared for:. City of Palo Alto State of Californi& Funded E=911 System 3/4/99 Model No. ANI Controller DQ5POS-~NI ANI Package Changes TDN9029 TDNg027 TDN0036 TDNgO49A AM Server DQ4-6POS-ALI Description Basic Five Position ANI Controller Add NGLS Card Add 911 Une Card MF Receiver Board UNIVERSAL RESOURCE CARD CARRIER Five Position Server AL! Server Package Changes TDN9650 Add Cable, 25 Pair, 10 Foot for NGLS Cards TDNg090 Wall Mount Block, 8 W~re for911 Line Card TDNgoo2 Phone Cable, 14Ft. R J48 to RJ,5 for 911 Line Card TDN6869 Modem 202T, 1800 BPS, Standard ~ UnJ $69,295.00 3 $2,480.00 1 $1,550.OO 1 $ 2,350.00 1 $ 1,320.00 $42,415.20 Extended $69,295.00 $7,440.00 $1,550.00 $2,350.00 $1,320.OO $42,415.20 3 $16.00 $48.00 1 $4.00 $4.OO 1 $7.0O $7.OO 2 $5~.00 $1,090.OO CallTakers DQCA-I-IWS CallTaker Package Changes None Five Call Taker Positions $21,955.00 $109,775.OO TOTAL EQUIPMENT COST: Shipping Installation Sales Tax @ 8,2=.,% PURCHASE ORDER GRAND TOTAL: Terms: 60 Month lease billed directly to the State of California E-911 Program:$6,527.63 As requested by the State of California E-911 program a 60 month maintenance contract will be billed monthly o the State of California E-91t Program separately: lyr $; 2yr $; 3yr ; 4yr $; 5yr $ Total $69,295.00 $12,660.00 $42,415.20 $1,149.00 $109,775.00 $235,294.20 $2,941.18 $72,398.00 $t9,411.77. $330,045.15 Motorola Confidential 3/16/99 Page 1 March 17, 1999 CITY OF PALO ALTO 250 Hamilton Ave. Palo Alto, CA 94303 RE: Municipal Lease No. 20864 Enclosed for your review, please find the Municipal Lease documentation in connection with the radio equipment under consideration. Please have the documents executed where indicated and forward the documents to the following address: Motorola Customer Finance Attn: Bill Staneik 1301 East Algonquin Road Schaumburg, IL 60196 Should you have any questions, please contact me at 847-538-4531 Thank You, MOTOROLA CUSTOMER FINANCE Bill Staneik LESSEE FACT SHEET Please help Motorola provide excellent billing service by providing the following information: Complete Billing Address Attemion: Phone: Lessee County Location: o Federal Tax I.D. Number Appropriate Contact for Documentation / System Acceptance Follow-up: 4.Appropriate Contact & Mailing Address Phone: Thank you LESSEE: EQUIPMENT LEASE-PURCHASE AGREEMENT Lease Number: 20864 LESSOR: City of Palo Alto 250 Hamilton Ave. Palo Alto, CA 94303 Motorola, Inc. 1301 East Algonquin Rd Schaumburg, IL 60196 Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the Equipment described in any Schedule A now or hereafter 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 and unless terminated according to terms hereof or the purchase option, provided in Section 18, is exercised this Lease will continue until the Expiration Date set forth in Schedule B attached hereto ("Lease Term"). 2, RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called), including the interest portion, in the amounts specified in Schedule B. The Lease Payments will be payable without notice or demand at the office of the Lessor (or such other place as Lessor or its assignee may from time to time designate in writing), and will commence on the first Lease Payment Date as set forth in Schedule B and thereafter on each of the Lease Payment Dates set forth in Schedule B. Any payments received later than ten (10) days from the due date will bear interest at the highest lawful rate from the due date. Except as specifically provided in Section 5 hereof, the Lease Payments will be absolute and unconditional in all events and will not be subject to any set-off, defense, counterclaim, or recoupment for any reason whatsoever. Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term and hereby covenants that it will do all things lawfully within its power to obtain, maintain and propedy 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 not 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 wild cause the Equipment to be delivered to Lessee at the location specified in Schedule A ("Equipment Location"). Lessee will accept the Equipment as soon as it has been delivered and is operational. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor. Even if Lessee has not executed and delivered to Lessor a Delivery and Acceptance Certificate, if Lessor believes the Equipment has been delivered and is operational, Lessor may require Lessee to notify Lessor in writing (within five (5) days of Lessee’s receipt of Lessor’s request) whether or not Lessee deems the Equipment (i) to have been delivered and (ii) to be operational, and hence be accepted by Lessee. If Lessee falls to so respond in such five (5) day period, Lessee will be deemed to have accepted the Equipment and be deemed to have acknowledged that the Equipment was delivered and is operational as if Lessee had in fact executed and delivered to Lessor a Delivery and Acceptance Certificate. 4. REPRESENTATIONS AND WARRANTIES. Lessor acknowledges that the Equipment leased hereunder is being manufactured and installed by Lessor pursuant to the 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 dght, 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 WVITH 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, govemmental 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 dghts and remedies to take possession of the Equipment. Notwithstanding the foregoing, Lessee agrees (!) that it will not cancel this Lease under the provisions of this Section if any funds are appropriated to it, or by it, for the acquisition, retention or operation of the Equipment or other equipment performing functions similar to the Equipment for the fiscal pedod in which such termination occurs or the next succeeding fiscal peribd thereafter, and (ii) that it will not dudng the Lease Term give pdority in the application of funds to any other functionally similar equipment or services, This Section will not be construed so as to permit Lessee to terminate this Lease in order to acquire any other equipment or to allocate funds directly or indirectly to perform essentially the same application for which the Equipment is intended. 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 excluded from Lessor’s gross income pursuant to Section 103 of the Intemal 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 a]low, 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 wan’ants 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. 7. TITLE TO EQUIPMENT; SECURITY INTEREST. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in Lessee; 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. 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 fight, 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 and regulations relating to, and will pay all costs, claims, damages, fees and charges adsing out of the possession; use or maintenance of the Equipment. Lessee, at its expense will keep the Equipment in good repair and furnish all parts, mechanisms and devices required therefor. 9. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor’s pdor 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, 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 s.uch 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 (ii) an amount equal to all remaining Lease Payments to be paid dudng 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 Concluding 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 dudng 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 covedng loss of or damage to the Equipment shall be carried in an amount no less than the amount of the then applicable Concluding Payment with respect to such Equipment. The initial amount of insurance required is set forth in Schedule B. Each insurance policy will name Lessee as an insured and Lessor or its assigns as an additional insured, and will contain a clause requiring the insurer to give Lessor at least thirty (30) days pdor written notice of any alteration in the terms of such policy or.the cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or its assigns as their interests may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that Lessee has been permitted to self-insure, Lessee will furnish Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation relating thereto. 14. INDEMNIFICATION. Lessee shall, to the extent permitted by law, indemni~y 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, possession, use, operation, rejection, or Petum 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 beneFR 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 dght, 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. Dudng 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 an 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 alter 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 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 pdor to the effective date of such selling, leasing or subleasing and for the difference between the purchase pdce, 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 dght 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 Concluding 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 govemed 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 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. OPINION OF COUNSEL With respect to that certain Equipment Lease-Purchase Agreement dated by and between Motorola, Inc. and the Lessee, I am of the opinion that: (i) the Lessee is, within the meaning of Section 103 of the Internal Revenue Code of 1986, a state or a fully constituted political subdivision or agency of the State of the Equipment Location described in Schedule A hereto; (ii) the execution, delivery and performance by the Lessee of the Lease have been duly authorized by all necessary action on the part of the Lessee, (111) 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. Attorney for CITY OF PALO ALTO SCHEDULE A EQUIPMENT LEASE-PURCHASE AGREEMENT Schedule A 20864 Lease Number: This Equipment Schedule dated as of is being executed by MOTOROLA, INC. ("Lessor") and CITY OF PALO ALTO (Lessee"), as a supplement to, and is hereby attached to and made a part of that certain Equipment Lease-Purchase Agreement Number 20864 dated as of ("Lease"), between Lessor and Lessee. Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and leases from Lessor under and pursuant to the Lease, subject to and upon the terms and conditions set forth in the Lease and upon the terms set forth below, the following items of Equipment QUANTITY DESCRIPTION (Manufacturer, Model, and Serial Nos.) Refer to attached Equipment List. Equipment Location: Initial Term: 60 Months Commencement Date:08/01/99 60 Monthly Payments of $6,527.63 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. EXECUTED as of the date first herein set forth. LESSEE: CITY OF PALO ALTO LESSOR: Motorola, Inc. By:By: Sunnyvale City of Palo Alto E-911 Revised Equipment John Bush Qty Nomenclature 1 CDN1484 1 CDN1491 1 CDN1406 3 CDN1407 1 CDN6485 2 TDN9115 2 CDN1488 1 DQIO650M118 1 CDN1428 1 CDN1355 1 DQC823071 1 CDN6421 24 TDN1011 1 TDN1012 1 TDN1013 9O0 TDN1010 1 CDN1419 1 DQ40624 2 TDN6869 Description 5 CDN6523 5 CDN1430 5 CDN1410 15 CDN1411 5 CDN6485 5 TDN9048A 5 TDN9025A 5 CDN6308 5 CDN6310 5 DQDCP4105C 5 BLN6868 5 BKN6073 5 CDN1675 Palladium Server SERVER COMPUTER W/256 MB RAM 4 HR ONSITEHP 3YR WAR FOR SERV CENTRALINK PALLADIUM BASE SW CENTRALINK PALLADIUM BASE SMA 17" VIEWSONIC SHORT DEPTH MONITOR SHORT HAUL MODEM CONNECTOR EXT MAINT MODEM (2 REQD PER) TWO SERIAL PORTS INTEGRATED HP 12 PORT HUB - ONE REQUIRED PER S EPSON PARALLEL PRINTER SERIAL INFC CARD/EPSON PRINTER HP PRINTR LASER JET 6PXI8PPM 600DPI R J45 MALE CONNECTOR RJ CRIMPING TOOL R J45 CRIMPING DIE ¯ ¯ 4 PAIR TWISTED SHIELDED CABLE, BULK MS RESOURCE KIT SOFTWARE ¯ **Rack Mount Shelf (19"x19;: Platform) MODEM 202T, 1800BPS, STANDARD 1 L1929 1 Z183AB 1 Z183AC Call Taker Positions~ HP 266MH CLIENT 96MB RAM 4.3GB ON SITE NEXT DAY HP WARRANTY CENTRALINK PALLAD. CLIENT.APP CENTRALINK PALLADIUM CLIENT SM 17’ VIEW SONIC MONITOR 911 TELEPHONE SET, ADVANCED FEATURE 911 KEY EXPANSION MQDULE, KEM ULTRATEC TDD FOR PALLADIUM QUAD VIDEO CARD COMBINED TELEPHONE SET ~,ND KEM HEADSET, INTERFACE BOX CABLE 10’ OPERATOR INTERFACE ON SCREEN CALL RECORDING ANI CENTRALINK 91 t LS PREPACKAGE ADD: GLS-9 BOARD ADD: CALLER ID BOARD. P&ge 1.. Sunnyvale Qty Nomenclature Description 1 Z183AE ADD: MF RECEIVER BOARD 1 Z184AA ADD: DIGITAL STATION CARD 1 Z184AB ADD: 911 TRUNK CARD 1 Z185AC ADD: CENTRALINK 911 SFTWR PKG 1 Z186AB ADD: CENTRALINK PHONE FACEPLATE 1 Z353AB ADD: REDUNDANT POWER UNIT48 - 1 Z183AA ADD: CONFERENCE BOARD 1 L1931 CENTRALINK LS EXP. CABINET 1 Z353AB ADD: REDUNDANT POWER UNIT48 Spares 1 L1930 CENTRALINK LS SPARE PREPACKAGE 1 Z184AB ADD: 911 TRUNK CARD 1 Z186AC ADD: CENTRALINK SPARE PHONE 1 Z184AA ADD: DIGITAL STATION CARD 1 Z183AB ADD: GLS-9 BOARD 1 Z183AE ~DD: MF RECEIVER BOARD 1 TDN9025A 911 KEY EXPANSION MODULE, KEM 3 1 3 1 2 3 1 2 1 3 2 1 5 3 3 7 1 3 1 6 1 1 2 TDN9027A TDN9028A TDN9049A TDNg063 TDN9029A TDN9031A TDN9035A TDN9033A TDN9632 CDN1454 TDN9029A TDN9036 TDN9098 TDN9090 TDN9092 TDN9650 TDN9103 TDN9101 TDN9102 TDN9099 TDN9090 TDN9092 TDN9650 Additional ANI Cards 911 LINE CARD DIGITAL STATION CARD.DSC , UNIVERSAL RESOURCE CARD’CARRIER RINGDOWN CARD 3 PORT GROUND LOOP START CARD GLS ANALOG STATION CARD ASC. DIGITAL ANNOUNCEMENT BOARD CONFERENCE BOARD " FACEPLATES, KEM, 25 PACK ONE-TIME NEW ANI SYSTEM UPGRADE GROUND LOOP START CARD GLS MF RECEIVER BOARD Cabling BRIDGING CLIPS, 50 EACH " WALL MOUNT BLOCK, 8 WIRE PHONE CABLE, 14 FT. R J45 TO RJ45 CABLE, 25 PAIR, 10 FOOT CABLE, 10 FT., MALE-MALE, ~$232 CABLE, 25 FT., FEMALE-MALE, RS232 CABLE, 50 FT., FEMALE-MALE, RS232 WALL MOUNT JACK, 6 WIRE WAL MOUNT BLOCK, 8 WIRE PHONE CABLE, 14 FT. R J45 TORJ45 CABLE, 25 PAIR, 10 FOOT Qty Nomenclature 2 DSFE53KVA 2 DSBYE50MBB1TF7V2 Sunnyvale Description UPS Options 5.3 KVA UPS 20 MIN 208 VOLT UPS INPUT Equipment Total Engineering Services Page 3 City of Palo Alto (Schedule B) Compound Period ........: Monthly 03/17/1999 Page 1 NominalAnnual Rate ....:6.951 % Effective Annual Rate... :7.177 % Periodic Rate ..................:0.5793 % Daily Rate .......................:0.01904 % CASH FLOW DATA 1 2 Event Start Date Amount Loan 07/01/1999 330,045.15 Payment 08/01/1999 6,527.66 Number Period 1 60 Monthly End Date 07/01/2004 AMORTIZATION SCHEDULE - Normal Amortization Date Payment Interest Principal Balance Loan 07/01/1999 1 08/01/1999 6,527.66 1,911.79 2 09/01/1999 6,527.66 1,885.05 3 10/01/1999 6,527.66 1,858.16 4 11/01/1999 6,527.66 1,831.11 5 12/01/1999 6,527.66 1,803.90 1999 Totals 32,638.30 9,290.01 6 01/01/2000 7 02/0112000 8 03/01/2000 9 04/01/2000 10 05/01/2000 11 06/01/2000 12 07/01/2000 13 08/01/2000 14 09/01/2000 15 10/01/2000 16 11/01/2000 17 12/01/2000 2000 Totals 4,615.87 4,642.61 4,669.50 4,696.55 4,723.76 23,348.29 330,045.15 325,429.28 320,786.67 316,117.17 311,420.62 306,696.86 6,527.66 6,527.66 6,527.66 6 527.66 6 527.66 6 527.66 6 527.66 6 527.66 6.527.66 6 527.66 6 527.66 6,527.66 78,33t.92 1,776.54 1,749.02 1,721.34 1,693.50 1,665.50 1,637.33 1,609.01 1,580.52 1,551.86 1,523.04 1,494.05 1,464.89 19,466.60 4 751.12 4 778.64 4 806.32 4 834.16 4 862.16 4 890.33 4i918.65 4 947.14 4 975.80 5,004.62 ¯5,033.61 5,062.77 58,865.32 301,945.74 297,167.t0 292,360.78 287,526.62 282,664.46 277,774.13 272,855.48 267,908.34 262,932.54 257,927.92 252,894.31 247,831.54 18 01/01/2001 19 02/01/2001 20 03/01/2001 21 04/01/2001 22 05/01/2001 23 06/01/2001 24 07/01/2001 25 08/01/2001 26 09/01/2001 27 10/01/2001 6,527.66 6,527.66 6,527.66 6,527.66 6,527.66 6,527.66 6,527.66 6,527.66 6,527.66 6,527.66 1 435.56 1 406.07 1 376.4O 1 346.56 1.316.55 t 286.37 1 256.01 1225.47 1 194.76 1,163.87 5,092.10 5,12t .59 5,151.26 5,181.10 5,211.11 5,241.29 5,271.65 5,302.19 5,332.90 5,363.79 242,739.44 237,617.85 232,466.59 227,285.49 222,074.38 216,833.09 211,561.44 206,259.25 200,926.35 195,562.56 City of Palo Alto (Schedule B) Date 28 11/01/2001 29 12/01/2001 2001 Totals 30 01/01/2002 31 02/01/2002 32 03/01/2002 33 04/01/2002 34 05/01/2002 35 06/01/2002 36 07/01/2002 37 08/01/2002 38 09/01/2002 39 10/01/2002 40 11/01/2002 41 12/01/2002 2002 Totals 42 01/01/2003 43 02/01/2003 44 03/01/2003 45 04/01/2003 46 05/01/2003 47 06/0!/2003 48 07/01/2003 49 08/01/2003 50 09/01/2003 51 10/01/2003 52 11/01/2003 53 12/01/2003 2003 Totals 54 01/01/2004 55 02/01/2004 56 03/01/2004 .57 04/01/2004 58 05/01/2004 59 06/01/2004 60 07/01/2004 2004 Totals Grand Totals Payment 6,527.66 6,527.66 78,331.92 Interest 1,132.80 1,101.55 15,241.97 Principal 5,394.86 5,426.11 63,089.95 6 527.66 6 527.66 6 527.66 6 527.66 6 527.66 6 527.66 6 527.66 6 527.66 6 527.66 6 527.66 6 527.66 6 527.66 78 331.92 6,527.66 6,527.66 6,527.66 6 527.66 6 527.66 6 527.66 6 527.66 6 527.66 6 527.66 6 527.66 6 527.66 6 527.66 78 331.92 6,527.66 6,527.66 6,527.66 6,527.66 6,527.66 6,527.66 6,527.66 45,693.62 391,659.60 1,070.12 1,038.50 1,006.71 974.73 942.56 910.21 877.67 844.94 812.03 778.92 745.62 712.13 10,714.14 678.44 644.56 610.48 576.20 541.73 507.06 472.18 437.11. 401.83 366.34 330.65 294.76 5,861.34 258.65 222.34 185.82 149.08 112.13 74.97 37.4O 1,040.39 .5 5 5 5 5 5 5 5 5 5 5 5 67 61,614.45 457.54 489.16 520.95 552.93 585.10 617.45 649.99 682.72 715.63 748.74 782.04 815.53 617.78 5,849.22 5,883.10 5,917.18 5,951.46 5,985.93 6,020.60 6,055.48 6,090.55 6,125.83 6,161.32 6,197.01 6,~232.90 72,470.58 6 269.01 6 305.32 6 341.84 6 378.58 6 415.53 6 452.69 6 490.26 44 653.23 330,045.15 03/17/1999 Page 2 Balance 190,167.70 184,741.59 179,284.05 173,794.89 168,273.94 162,721.01 157,135.91 151,518.46 145,868.47 140,185.75 134,470.12 128,721.38 122,939.34 117,123.81 111 274.59 105.391.49 99 474.31 93 522.85 87 536.92 81 516.32 75 460.84 69 370.29 63 244.46 57 083.14 50 886.13 44 653.23 38,384.22 32,078.90 25,737.06 19,358.48 12,942.95 6,490.26 0.00 (SCHEDULE B - continued) INITIAL INSURANCE REQU/REMENT:$330,045.15 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 txxtion, in the mounts and dates specified in the above payment schedule. LESSEE:LESSOR: CITY OF PALO ALTO Motorola, Inc. By:By: Title:Title: Date:Date: CERT~ICATE OFINCUMBENCY I, do hereby certify that I am the duly elected or (Signature of Secretary/Clerk ) appointed and acting Secretary or Clerk of the CITY OF PALO ALTO, 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 individuals named below are the duly elected or appointed officers of such entity holding offices set forth opposite of their respective names. I fin’ther certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and (ii) such officers have the authority on behalf of such entity to enter into that certain Equipment Lease Purchase Agreement number 20864 dated , and Schedule A number 20864 dated , between CITY OF PALO ALTO and Motorola, Inc. Name Title Signature (Individual who signed Lease documents should be listed here and sign where applicable) IN WITNESS WHEREOF, I have executed this certificate and affixed the seal of , hereto this __ day of ,1999. (Signature of Secretary/Clerk) SEAL EVIDENCE OF INSURANCE Fire, extended coverage, public liability and property damage insurance for all of the Equipment listed on Schedule A number 20864 dated to that certain Equipment Lease Purchase Agreement number 20864 dated will be maintained by the CITY OF PALO ALTO as stated in the Equipment Lease Purchase Agreement This insurance shall name MOTOROLA, INC. or its assignee as additional ins~ed and loss payee for the term of the Schedule A number 20864 dated This insurance is provided by: Name of insurance provider Address of insurance provider City, State and Zip Code Phone number ofinsaa-ance provider In accordance with the Equipment Lease Purchase Agreement Number 20864, CITY OF PALO ALTO, 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 Lessee: CITY OF PALO ALTO InsuranceP~der By: Its: Date: Its: Date: STATEMENT OF ESSENTIAL USE/SOURCE OF FUNDS To further understand the essential governmental use intended for the equipment together with an understanding of the sources from which payments will be made, please address the following questions by completing this form or by sending a separate letter: 1.What is the specific use of the equipment? 2.Why is the equipment essential to the operation of CITY OF PALO ALTO? Does the equipment replace existing equipment? If so, why is the replacement being made? Is there a specific cost justification for the new equipment? If yes, please attach outline of justification. what is the expected source of funds for the payments due under the Lease for the current fiscal year and future fiscal years? Lessee: By: Its: Date: CITY OF PALO ALTO 8038-G Information Return for Tax-Exemot Government~t Obligations ~ Unoor t~emal R~o Co~ =~on l~e) (Use Fo~ 8~C ;~ ~e ~e an~ ~s ~a~ $1~0,000.1 If Amenaea Re~, 3 Num~er250an=: stree,HamiltoniOr ~.O. Ave.~:°x ,f m;ui ,s n~, :e.verea zo stree, aam’ess|~ Room, su,,e 5 C;t~, t~wn. st=ze, atta ZIP c~ae Pa!o Alto CA 94303 7 N~me ot Issue ~"=~Type of Issue ichecK aolmir~_~!e boxlesi aria enter the issue once| GI9 - Data o~ ~ 7/1/99 CUSIP Number 9 10 11 12 13 14 15 16 17 18 19 Rnai mar~nty.20 Entire ,ssue $330,045.15 Uses of Oriajinat Proceeds of Bond Issue (inctuclin~j underwriters’ discount1 Proceeas usea for acc~uecl interest ..................... Issue I~nce of ermm ,ssue (emer a~nount from line 20. column (c)) ........... Proceeds usea for ~ona I~uanca cos~ (inctu~ng unaerwnters’ ~iscount)~ I Proceeds usea for cm~t ennancement ............24 I Precedes aJIocmeO to reasonal~ly requ~re~ reserve or re!~lacemem funa 25 I ~Nonm~na~nq pm~s of the issue ~su~t~ line 27 ~m line 22 ~na emer ~oum ~em~.~ l ~ ~scn~on ~ Re~na~ Bones Icomolme this pa~ only for ~nain~ honest ~~er ~e mm~ing w~ ~vemge m~ of ~e bon~ to be ~na~ ......~30 ~er ~e I~ ~ on ~i~ ~e m~a~ bon~ ~11 be ~ ..... .......~31 ~ the O~s) the ~ bon~ w~ is~u~ ~ ~ Mis~tlaneous .."’ N/A N/A N/A N/A ,year Please Sign Here C~. No. 6377~Fc~n 80~oG ~R~. ~-!For Pegerwort( Reduction Act Nutty, see page 1 of the Insl~ucttOnSo This FINANCING STATEMENT is presented for filing and will remain effective with certain exceptions for a period of five years from the date of filing pursuant to section 9403 of the California Uniform Commercial Code. 1.DEBTOR (LAST NAME FIRS~IF AN INDIVIDUAL) City of Palo Alto lB.MAILING ADDRESS 250 Hamilton Ave. 2.ADDITIONAL DEBTOR (IF ANY)(LAST NAME FIRST--IF* AN INDIVIDUAL) I1C. CITY, STATE Palo _Alto 2B.MAILING ADDRESS !2C" ’TY, STATE 3. DEBTOR’S TRADE NAMES OR STYLES (iF ANY) 4. SECURED PARTY NAME Motorola, Inc. MA,’,NGADDRESS 1301 E. Algonquin Rd. c,TY Schaumburq STATE IL 5. ASSIGNEE OF SECURED PARTY (IF ANY) J1Ao ~43OIAL SECURITY OR FEDERAL TAX NO, ID. ZiP CODE CA 94303 2A.SOCIAL SECURITY OR FEDERAL TAX NO. 2D. zip CODE 3A.FEDERAL TAX NUMBER 4A.SOCIAL SECURITY NO., FEDERAL TAX NO. OR BANK TRANSIT AND A.B.A. NO. ,,P co,-,~ 0 ! 9 6 SOCIAL SECURITY NO.. FEDERAL TAX NO.OR BANK TRANSIT AND A,B.A. NO. NAME MAILING ADDRESS CITY STATE ZIP CODE This FINANCING STATEMENT covers the following types or items of property (include description of real property on which Iocoted ond owner of record when required by instruction 4). Please refer to attached Equipment List 7.CHECK [~ IF APPLICABLE 8o CHECKIF APPLICABLE 7B.DEBTOR(S) SIGNATURE NOT REQUIRED IN ACCORDANCE WITH PRODUCTS OF COLLATERAL INSTRUCTION S(a) ITEM: "A" D ARE ALSO COVERED D(’) ~-] (2)[~] (~"4)[~(4) DEBTOR IS A"TRANBMIT-I’ING UTILITY" IN ACCORDANCE WITH UCC § 9105 (l) (n) City of Palo Klto SIGNATURE(S)OF DEBTOR(S) TYPE OR PRINT NAME(S) OF DEBTOR(S) SIGNATUREIS) OF S~C:URED PAR1W’(IES) Motorola,Inc. TYPE OR PRINT NAME(S) OF SECURED PARTY(IES} 1 1. Return copy to: NAME [--" ADDRESS CITY STATE ZiP CODE L__ FORM UCC.t-- Approved by the Secretary of State c o D 2 3 91 10.THIS SPACE FOR USE OF FILING OFFICER(DATE, TIME, FILE NUMBERAND FILING OFFICER) (1) FILING OFFICER COPY