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De Lage Landen (Cisco-Sigmanet)/IT Equipment 16De Lage Landen Public Finance LLC State and Local Government Lease -Purchase Agreement 1111 Old Eagle School Road PHONE: (800) 736-0220 Wavne, PA 19087 FACSIMILE: (800) 700-4643 Sec Payment Schedule Attached as Attachment I �L n �s II Lease fer;,W, weni 6F Payment Frequency By checking the box below, YOU hereby designate this Lease as a "qualified lax-excurniel obligation" as defined El Monthly Section 265(b)(3)(8) of the Internal Revenue Code and represent that the aggregate lace amount of all lax-excir 36 El Quarlefly obligations (excluding private activity bonds other than qualified 501 (c)(3) bonds) issued of to be issued by Y( and YOUR subordinale enlities during the calendar year in which WE lund this Lease is not reasonably expect 0 Semiannually to exceed $10,000,000 VAnnually JBank 71 Other.._..---- ...,�,�... Qualification Elected End of Lease Option: $1 TERMS AND CONDITIONS Please read YOUR copy of this State and Local Government Lease -Purchase Agreement ("Lease") carefully and feel free to ask US any questions YOU may have about it. Words "YOU" and "YOUR" refer to the "Lessee" and the words "WE," US" and "OUR" refer to Do Lage Larden Public Finance LLC, its successors and assigns, as the "Lessee' of the Equipment. 1. LEASE. WE agree to lease to YOU and YOU agree to lease from US, the equipment listed above (and on any attached schedule) including all replacement parts, repairs, additions and accessories ("Equipment") on the terms and conditions of this Lease and on any attached schedule. 2. TERM. This Lease is effective on the date when the term of this Lease and YOUR obligation to pay rent commence, which date shall be the date that funds are advanced by US to YOU, the vendor of the Equipment or an escrow agent for the purpose of paying or reimbursing all or a portion of the cost of the Equipment (the "Commencement Date") and continues thereafter for an original term ("Original Term") ending at the end of YOUR budget year in effect on the Commencement Date and may be continued by YOU for additional one-year renewal terms ("Renewal Terms") coinciding with YOUR budget year up to the total number of months indicated above as the Full Lease Term; provided, however, that at the end of the Original Term and at the end of each Renewal Term until the Full Lease Term has been completed, YOU shall be deemed to have continued this Lease for the next Renewal Term unless YOU shall have terminated this Lease pursuant to Section 5 or Section 17. Lease Payments will be due as set forth on Attachment 1 until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to YOU under this Lease are paid in full, As set forth in the Lease Payment Schedule, a portion of each Lease Payment is paid as, and represents payment of, interest. YOUR obligation to pay the Lease Payments and YOUR other Lease obligations are absolute and unconditional and are not subject to cancellation, reduction, setoff or counterclaim except as provided in Section 5. THIS LEASE IS NON -CANCELABLE EXCEPT AS PROVIDED IN SECTION 5. 3. LATE CHARGES. If a Lease Payment is not made an the date when due, YOU will pay US a ]ale charge at the rate of 18% per annum or the maximum amount permitted by law, whichever is less, from such dale. 4. CONTINUATION OF LEASE TERM. YOU currently intend, subject to Section 5, to continue this Lease through the Full Lease Term and to pay the Lease Payments hereunder. YOU reasonably believe that legally available funds in an amount sufficient to make all Lease Payments during the Full Lease Term can be obtained. YOUR responsible financial officer shall do all things lawfully within his or her power to obtain and maintain funds from which the Lease Payments may be made, including making provision for the Lease Payments to the extent necessary in each proposed annual budget submitted for approval in accor- dance with YOUR applicable procedures and to exhaust all available reviews and appeals if that portion of the budget is not approved. Notwithstanding the foregoing, the decision whether to budget or appropriate funds and to extend this Lease for any Renewal Term is solely within the discretion of YOUR governing body. 5. NONAPPROPRIATION. YOU are obligated only to pay such Lease Payments under this Lease as may lawfully be made from funds budgeted and appropriated for that purpose during YOUR then current budget year, If YOU fail to appropriate or otherwise make available funds to pay the Lease Payments required to be paid in the next occurring Renewal Term, this Lease shall be deemed terminated at the and of the then current Original Term or Renewal Term. YOU agree to deliver written notice to US of such termination at least 90 days prior to the end of the then current Original Term or Renewal Term, but failure to give such notice shall not extend the term of this Lease beyond the then current Original Term or Renewal Term. It this Lease is terminated in accordance with this Section, YOU agree, at YOUR cost and expense, to peaceably deliver the Equipment to US at the location or locations specified by US. 6. WARRANTIES. WE are leasing the Equipment to YOU "AS -IS" and WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PAR- TICULAR PURPOSE. WE transfer to YOU, without recourse, for the term of this Lease all warranties, if any, made by the manufacturer. YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM, PROVISION OR CONDITION OF THIS LEASE AND, EXCEPT FOR THE MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THIS LEASE OR THE EQUIP- MENT WE SHALL NOT BE LIABLE FOR SPECIAL, RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BYANY BREACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THE LEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER. 7. DELIVERY AND ACCEPTANCE. YOU ARE RESPONSIBLE, AT YOUR OWN COST, TO ARRANGE FOR THE DELIVERY AND INSTALLATION OF THE EQUIPMENT (UNLESS THOSE COSTS ARE INCLUDED IN THE COSTS OF THE EQUIPMENT TO US). IF REQUESTED, YOU WILL SIGN A SEPARATE EQUIPMENT DELIVERY AND ACCEPTANCE CERTIFICATE- WE MAY AT OUR DISCRETION CONFIRM BY TELEPHONE THAT YOU HAVE ACCEPTED THE EQUIPMENT AND THAT TELEPHONE VERIFICATION OF YOUR ACCEPTANCE OF THE EQUIPMENT SHALL HAVE THE SAME EFFECT AS SIGNED DELIVERY AND ACCEPTANCE CERTIFICATE, (Terms and Conditions continued on the reverse side of this Lease.) YOU wto At 0 dho Terms and CondilitoI4 (onidirced in bulb sides of this tease, V4 ift anyaRaWww1ni� In s Lessor Sugi ,A =% so n(Judedl Ly relerence) and become pail of Ibis Lease. YOUaomaselemry to have read and agreed lae`�Tl the 1cw% 4ad Coo*uuns, 111 Print Name this is a lease. The Equipment is: *(NEW Li USED SPrint C i , ty-M-ftaggr 'Prank Spevacek —CITY OF L.A,.QUINTA True For BE LACE LANDEN PUBLIC FINANCE LLC Lease Number PUB 15187 Lease Date January 18 2016 8. TITLE, PERSONAL PROPERTY, LOCATION, INSPECTION, NO MODIFICATIONS OR ALTER- ATIONS. YOU have title to the Equipment; provided that title to the Equipment will immediately and without any action by YOU vest in US, and YOU shall immediately surrender possession of the Equipment to US, (a) upon any termination of this Lease other than termination pursuant to Section 17 or (b) if YOU are in default of this Lease. It is the intent of the parties hereto that any transfer of title to US pursuant to this Section shall occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. YOU shall, nevertheless, execute and deliver any such instruments as WE may request to evidence such transfer. As security for YOUR obliga- tions hereunder, WE retain a security interest in the Equipment and all proceeds thereof. YOU have the rightto use the Equipment during the term of this Lease, except as otherwise expressly set forth in this Lease. Although the Equipment may become attached to real estate, it remains personal property. YOU agree not to alter or modify the Equipment or permit a lien to he placed upon the Equipment or to remove the Equipment without OUR prior written consent. If WE feel it is neces- sary, YOU agree to provide US with waivers of interest or liens from anyone claiming any interest in the real estate on which any items of Equipment is located. WE also have the right, at reason- able times, to inspect the Equipment. 9. MAINTENANCE. YOU are required, at YOUR own cost and expense, to keep the Equipment in good repair, condition and working order, except for ordinary wear and tear, and YOU will supply all parts and servicing required. All replacement parts used or installed and repairs made to the Equipment will become OUR property. YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED MAINTENANCE AND/OR SERVICE FOR THE EQUIPMENT. YOU WILL MAKE ALL CLAIMS FOR SERV- ICE AND/OR MAINTENANCE SOLELY TO THE SUPPLIER AND/OR MANUFACTURER AND SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS. 10. ASSIGNMENT. YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR PRIOR WRITTEN CONSENT. YOU agree that WE may sell, assign or transfer this Lease and, if WE do, the new owner will have the same rights and benefits that WE now have and will not have to perform any of OUR obligations and the rights of the now owner will not he subject to any claims, counterclaims, defenses or set -offs that YOU may have against US. YOU herebyappoint Municipal Registrar Services (the "Registrar") as YOUR agent for the purpose of maintaining a written record of each assignment in form necessary to comply with Section 149(a) of the Internal Revenue Code of 1986, as amended. No such assignment shall be binding on YOU until the Registrar has received written notice from the assignor of the name and address of the assignee. 11. LOSS OR DAMAGE. YOU are responsible for the risk of loss or destruction of, or damage to the Equipment. No such loss or damage relieves YOU from any obligation under this Lease. If any of the Equipment is damaged by fire or other casualty or title to, or the temporary use of, any of the Equipment is taken under the exercise of the power of eminent domain, the net proceeds ("Net Proceeds") of any insurance claim or condemnation award will be applied to the prompt replacement, repair, restoration, modification or improvement of that Equipment, unless YOU have exercised YOUR option to purchase the Equipment pursuant to Section 17. Any balance of the Net Proceeds remain- ing after such work has been completed shall be paid to YOU. 12. INDEMNITY. WE are not responsible for any lows or injuries caused by the manufacture, acquisition, delivery, installation, ownership, use, lease, possession, maintenance, operation or tion of the Equipment or defects in the Equipment. To the extent permitted by law, YOU agree to relm horse US for and to defend US against any claim for losses or injuries relating to the Equipment. This indemnity will continue even after the termination of this Lease. 13. TAXES. YOU agree to pay all applicable license and registration fees; sale and use taxes, per- sonal property taxes and all other taxes and charges, relating to the ownership, leasing, rental, sale, purchase, possession or use of the Equipment (except those based an OUR net income). YOU agree that if WE pay any taxes or charges, YOU will reimburse US for all such payments and will pay US interest and a late charge (as calculated in Section 3) on such payments with the next Lease Payment, plus a fee for OUR collecting and administering any taxes, assessments or fees and remitting them to the appropriate authorities. 14. INSURANCE. During the term of this Lease; YOU will keep the Equipment insured against all risks of loss or damage in an amount not less than the replacement cost of the Equipment, without deductible and without co-insurance. YOU will also obtain and maintain for the term of this Lease, comprehensive public liability insurance covering both: personal injury and property damage; of at I $100,000 per person and S300,000 per occurrence or bodily injury and $50,000 for property damage. WE will be the sole named loss payee on the property insurance and named as an addition- al insured on the public liability insurance. YOU will pay all premiums for such insurance and must deliver proof of insurance coverage satisfactory to US.11 YOU do not provide such insurance; YOU agree that WE ham the right but not the obligation, to obtain such Insurance and add an Insurance fee to the amount due from you, on which we make a profit 15. DEFAULT. Subject to Section 5, YOU are in default of this Lease if any of the fallowing occurs: (a) YOU fail to pay any Lease Payment or other sum when due; (b) YOU breach any warran- ty or other obligation under this Lease, or any other agreement with US, (c) YOU become insolvent or unable to pay YOUR debts when due, YOU make an assignment forthe benefit of creditors or YOU undergo a substantial deterioration in YOUR financial condition, or (d) YOU file or have filed against YOU a petition for liquidation, reorganization, adjustment of debt or similar relief under the Federal Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver or liquidator is appointed for YOU or a substantial part of YOUR assets. 16. REMEDIES. WE have the following remedies if YOU are in default of this Lease: WE may declare the entire balance of the unpaid Lease Payments for the then current Original Term or Renewal Term immediately due and payable; sue for and receive all Lease Payments and any other payments then accrued or accelerated under this Lease; charge YOU Interest on all monies due US at the rate of eighteen percent (18%) per year from the date of default until paid, but in no event more than the maximum rate permitted by law; charge YOU a return -check or non-sufflotent labels charge ("NSF Charge") of $25.00 for a check that is returned for any reason; and require that YOU return the Equipment to US and, if YOU fail to return the Equipment, enter upon the premises peaceably with or without legal process where the Equipment is located and repossess the Equipment. Such return or repossession of the Equipment will not constitute a termination of this Lease unless WE expressly notify YOU in writing. If the Equipment is returned or repossessed by US and unless WE have termi- nated this Lease, WE will sell or re -rent the Equipment to any persons with any terms WE determine; at one or more public or private sales, with or without notice to YOU, and apply the net proceeds after deducting the costs and expenses of such sale or re -rent, to YOUR obligations with YOU remaining liable for any deficiency and with any excess over the amounts described in this Section plus the then applicable Purchase Price to be paid to YOU. YOU are also required to pay (i) all expenses incurred by US in connection with the enforcement of any remedies, including all expenses of repossessing, storing, shipping, repairing and selling the Equipment, and (I) reasonable attomeys° fees. 17. PURCHASE OPTION. Provided YOU are not in default, YOU shall have the option to purchase all but not less Than all of the Equipment (a) on the date the last Lease Payment is dale (assuming this Lease is renewed at the end of The Original Term and each Renewal Term), if this Lease is sdldl in effect on that day, upon payment in full of Lease Payments and all other amounts then due and the payment of One Dollar to US; (b) on the last day of the Original Term or any Renewal Term then in effect, upon at least 60 days' prior written notice to US and payment in full to US of the Lease Payments and all other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment Schedule; or (c) if substantial damage to or destruction or condemnation of substantially all of the Equipment has occurred, an the day specified do YOUR wrrlten notice to US of YOUR exercise of the purchase option upon at least 60 days' prior notice to US and payment in 44110 US of Ilse Lease Payments and all other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment Schedule; 18, REPRESMAtIONS AND WARRANTIES. YOU warrant and represent as follows: (a) YOU are a public body corporate and politic duly organized and existing under the constitution and laws of YOUR State with full power and authority to enter into this Lease and the transactions contemplated hereby and to perform all of YOUR obligations hereunder; (b) YOU have duly authorized the execu- hun and deflvery of this Lease by proper action by YOUR governing body at a meeting duty called, regularly convened and attended ttiroughout by the requisite majority of the members thereat or by other appropriate official approval, and all requirements have been metand procedures have occurred in order to ensure the validity and enforceability of this Lease; (c) YOU have complied with such pub- lic bidding requirements as may be applicable to this Lease and the acquisition by YOU of the Equipment; (d) all authorizations, consents and approvals of governmental bodies or agencies requiredin connection with the execution and delivery by YOU of this Lease or in connection With: the carrying out by YOU of YOUR obligations hereunder have been obtained; (e) this Lease constitutes the legal, valid and binding obligation of YOU enforceable in accordance with its terms, except to the reed budget year, and those funds have not been expended for other purposes; (g) the Equipment Is essential to YOUR functions or to the servites YOU provide to YOUR citizens, YOU have an Immedl- ate need for the Equipment and expect to make immediate use of the Equipment, YOUR need for the Equipment is not temporary and YOU do not expect the need for any item of the Equipment to dimin- ish in the foreseeable future, including the Full Lease Term, and the Equipment will be used by YOU only for the purpose of performing one or more of YOUR governmental or proprietary functions con- sistent with the permissible scope of YOUR authority and will not be used in the trade or business of any other entity or person; and (h) YOU have never failed to appropriate or otherwise make available funds sufficient to pay rental or other payments coming due under any lease purchase, installment sale or other similar agreement. 19. UCC FILINGS AND FINANCIAL STATEMENTS. YOU authorize US to file a financing state- ment with respect to the Equipment. If WE feel it is necessary, YOU agree to submit financial state- ments (audited it available) on a quarterly basis. 20. OCO - AR14CLE 2A PROVISIONS, YOU agree that this tease is a Finance Lease as that term is defined in Article 2A of the Uniform Commercial Code ("UCC°°). YOU acknowledge that WE have given YOU the name of the Supplier of the Equipment. WE hereby notify YOU that YOU may have rights under the contract with the Supplier and YOU may contact the Suppler fora description of any> rights or Warranties that YOU may have under this supply contract YOU atso waivo any and all rights and remedies granted YOU under Sections 2A-508 through 2A-522 of the'UCC. 21. TAX EXEMPTION. YOU will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended, including without limitation Sections 103 and 148 thereof, and the appli- cable regulations thereunder to maintain the exclusion of the Interest portion of the Lease Payments from gross income for purposes of federal income taxation. 22. BANK QUALIFICATION. If YOU checked the "Bank Qualification Elected" box on the front page of this Lease YOU and all YOUR subordinate entities will not issue in excess of $10,000,000 of qualified tax-exempt obliga)ions (Including tilts Lease but excluding private activity, bonds other than qualified 501(c)() bonds) during the calendar year in which WE fund this Lease without first obtain - In ask opinion of naftnnally recognized counsal In the area of tax-exempt municipal, obligations' acceptable to US that the designatfori of this Lem as a "qualified tax-exempt obligation"' wild not Ito' adversely affected. 23. CHOICE OF LAW; JURY TRIAL WAIVER. This Lease shall be governed and construed in accordance with the laws of the state where YOU are located. To the extent permitted by law, YOU agree to waive YOUR rights to a trial by jury. 24. ENTIRE AGREEMENT; SEVERABILITY, WAIVERS. This Lease contains the entire agreement and understanding. No agreements or understandings are binding on the pales unless set forth; in writing and signed by the parties. Any provision of this Luse which for any Ranson may be held unen- forceable in any jurisdiction shall, as to such jurisdiction, be ineffective without invaliding the remain- ing provisions of this Lease. THIS LEASE IS NOT INTENDED FOR TRANSACTIONS WITH AN EQUIP- MENT COST OF LESS THAN $1,000. 25. FACSIMILE DOCUMENTATION. YOU agree that a facsimile copy of this Lease with facsimi- le signatures may be treated as an original and will be admissible as evidence of this Lease. Oo 2012 All Rights Reserved Printed in the U SA 12PFDOG217 9112.. ATTACHMENT I STATE AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT Lease Payment Schedule ._ LESSOR: De�Lage Landen Public Finance LLC LESSEE: CITY OF LA QUINTA LEASE NUMBER: .PUB 15187 �Y... LEASE DATE:._ Januarl8 20 16 Sales lax of $6,339 84 s ..... > _ .__ _. is included in Ihelinanced amount shown above. LESSEE ACKNOWLEDGES THAT THE AMOUNT FINANCED BY LESSOR IS $107,899.60° AND THAT SUCH AMOUNT, NET OF ANY ADVANCE PAYMENTS, IS THE ISSUE PRICE FOR FEDERAL INCOME TAX PURPOSES. THE YIELD FOR THIS SCHEDULE FOR FEDERAL INCOME TAX PURPOSES IS 4.28%°. SUCH ISSUE PRICE AND YIELD WILL BE STATED IN THE APPLICABLE IRS FORM 8038-G. Print Name: drank _. Date,..,..F City Man.a:er ......... _....� Page 1 01 1 02012 All Rights Reserved,: Printed In the D;S.A:. 09PFDOC155v2 8/12 ATTACHMENT 2 STATE AND LOCAL GOVERNMENT LEASE.PURCHASE AGREEMENI EQUIPMENT DESCRIPTIO , LESSOR: _Pa_aag�a LanderPubIic FIFIETCeL�g ..... — ----- LESSEE: CITY OF LA QUINTA LEASE NUMBER: PUB 15187 LEASE DATE: 20 16 Quantity Description/Serial No./Model No. 1 Preliminary US GPL - Meraki MX1 00 Security Appliance 1 Preliminary US GPL - Meraki MX1 00 Advanced Security 2 Preliminary US GPL - Meraki MS420 Cloud Managed 24 P 2 Preliminary US GPL - Meraki MS420-24 Enterprise Licens 7 Preliminary US GPL - Meraki MS220 Cloud Managed 48 P 7 Preliminary US GPL - Meraki MS220-48LP Enterprise Licen 5 Preliminary US GPL - Meraki MS320 Cloud Managed 48 P 5 Preliminary US GPL - Meraki MS320-48LP Enterprise Licen 1 Preliminary US GPL - Meraki MS320 Cloud Managed 24 P 1 Preliminary US GPL - Meraki MS320-24 Enterprise License 1 Preliminary US GPL - Meraki MS320 Cloud Managed 24 P 1 Preliminary US GPL - Meraki MS320-24P Enterprise Licens 3 Preliminary US GPL - Meraki MS220 Cloud Managed 24 Port 3 Preliminary US GPL - Meraki MS220-24P Enterprise Licens 20 Preliminary US GPL - Meraki I OG Base SIR Multi -Mode 20 Preliminary US GPL - Meraki 1 GbE SFP Copper Module 8 1 OGBASE-CU SFP+ Cable 3 Meter 1 Professional Services Print Name:._ Location 78-495 CALLE TAMPICO LA QUINTA, CA 92253 ca ' ca Date: --- — ------ 9= — - ---- Title: Cites Manager LL m CL C= T_ Page 1 01 1 @2012 All Rights Reserved Printed in the J S A 10PFD0C169Y2 10/12 PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS In order for __QQ_L_ag91a_nde_n_P0b_Rq Eii-emi _LL C� — ------- to properly bill and credit your account and prepare the IRS Form 8038-G as required by the IRS, it is necessary that you complete this form and return it with the signed documents. Billing Name: _City of La Quinta .. ............. . Billing Address: _78-495 Calle Tampico La Quinta, CA 92253 Sandra MAncilla Attention: . ... ....... of in I who will process payments) ' Telephone Number: 7 6 0 7"7 It U . Tustin Larson Primary Contact Name, (760)777-7085 Primary Contact Number: Do you require a RO.# to be referenced on invoices you receive from us? YES [S NO D 01878 RO.#: ------- — - Do you have multiple leases, and would like them all billed on one invoice (summary billing)? YES [2 NO [I CONTACT INFORMATION AND QUESTIONNAIRE FOR FORM 8038-G FILINGS Contact Name: Frank Spevacek Title: City Manager - — — - - ------------------- - ContactAddress: 78-495 Calle Tampico, La Quinta, CA 92253 (760)777-7000 Contact Telephone Number: 4P@la—quinta.org Email Address. Written Tax Compliance Procedures The IRS Form 8038-G asks specific questions about whether written procedures exist with regard to compliance with the federal tax requirements for tax-exempt obligations, Please answer the following questions to help us complete the form correctly prior to your signature. Please note that your answers to these questions will not impact the terms or conditions of the subject transaction: WWII, 111UH1.6 [Cidiew-XV 16C 11 the IIIIdIIUM dSMS dII'V—N66LJRe d(AIIIIS LU i:I:C LdRCII III plated or discovered. YES L] NO N( If Yes, please attach/provide a copy. Answer the following question only it proceeds of the current financing will he funded town ESCROW Account. The IRS Form 8038-G asks specific questions about written procedures to monitor the yield an the investment of gross proceeds of tax-exempt obligations and, as necessary, make payments of arbitrage rebate earned to the United States. Has the Lessee established written procedures to monitor the yield on the investment of proceeds of the Lease on deposit in an escrow account or similar fund prior to being spent and to ensure that any positive arbitrage rebate earned is paid to the United States? YES LJ NO i It Yes, please attach1provide a copy. If you have further questions, please consult your regular bond or legal counsel. U. a IM014 All Righis Reserved. Printed in the U SA Q8PPD0C086V7 4114 This ESCROW AGREEMENT ([he "Escrow Agreement"), dated as De Lage Landen Public Finance LLC _jPPuW - - - - ------- - ____ , 20 16 I a _!1E I and entered into among limited liability company ("Lessor"), CITY OF LA QUINTA a public body corporate and politic existing under the laws of --C-A - ---------- - -- ("Lessee"), and UMB Bank, n.a., a national banking corporation, as escrow agent ("Escrow Agent"). Name of Acquisition FundCITY QF LA QUINTA Equipment Acquisition Fund Account No.: - -------------------- Amount of Deposit into the Acquisition Fund: ., $113,747,76 TERMS AND CONDITIONS 1. This Escrow Agreement relates to and is hereby made a part of the State and Local Government Lease -Purchase Agreement dated as of January 1- 16 (the "Agreement"), between Lessor and Lessee. 2. Except as otherwise defined herein, all terms defined in the Agreement shall have the same meaning for the purposes of this Escrow Agreement as in the Agreement. 3. Lessor, Lessee and Escrow Agent agree that Escrow Agent will act as sole Escrow Agent under The Agreement and this Escrow Agreement, in accordance with the terms and con- ditions set forth in this Escrow Agreement. Escrow Agent shall not be deemed to be a party to the Agreement, and this Escrow Agreement shall be deemed to constitute the entire agreement between Lessor and Lessee and Escrow Agent. 4. There is hereby established in the custody of Escrow Agent a special trust fund designated as set forth above (the "Acquisition Fund") to be held and administered by Escrow Agent in trust for the benefit of Lessor and Lessee in accordance with this Escrow Agreement. Lessee hereby grants to Lessor a security interest in the cash and negotiable instruments from time to time comprising the Acquisition Fund (the "Security Interest"). To the limited extent required to perfect the Security Interest, Lessor hereby appoints Escrow Agent as its security agent, and Escrow Agent accepts the appointment as security agent and agrees to hold physical possession of such cash and negotiable instru- ments on behalf of Lessor. 5. Lessor shall deposit in the Acquisition Fund the amount specified above. Moneys held by Escrow Agent hereunder shall be invested and reinvested by Escrow Agent upon writ- ten direction of an authorized representative of Lessee in Qualified Investments (as hereinafter defined) maturing or subject to redemption at the option of the holder thereof prior to the date on which it is expected that such funds will be needed. Escrow Agent may act as purchaser or agent in the making or disposing of any investment. Escrow Agent shall have no obligation to invest or reinvest moneys if deposited with Escrow Agent after 11:00 a.m. (E.S.T) on such day of deposit. Instructions received after 11 :00 a.m. (E.S,T) will be treated as if received on the following business day. Escrow Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liqui- dation of funds hold in the Acquisition Fund. Any interest or other income received on such investment and reinvestment of such funds shall become part of the Acquisition Fund and any losses incurred on such investment and reinvestment of such funds shall be debited against the Acquisition Fund. If the authorized representative of Lessee does not provide the Escrow Agent with written instructions directing the investment or reinvestment of such funds, the Escrow Agent may invest such funds in money market funds of a type described in Section 6(a)(iv) or Section 6(b)(vi) as appropriate until the Escrow Agent has received appropriate written instructions from the authorized representative. It is agreed and understood that the entity serving as Escrow Agent may earn fees associated with the investments described herein in accordance with the terms of such investments. Notwithstanding the foregoing, Escrow Agent shall have the power to sell or liquidate the foregoing investments whenever Escrow Agent shall be required to pay or disburse all or any portion of the funds held hereunder pursuant to the provisions hereof. In no event shall Escrow Agent be deemed an investment manager or adviser in respect of any selec- tion of investments hereunder. 6. "Qualified Investments" shall be defined for purposes of this Escrow Agreement as follows: (a) For an Agreement not qualified for the arbitrage rebate exception for small governmental units under Section 148(f)(4)(C) of the Code, "Qualified Investments" means, to the extent the same are at the time legal for investment of the funds being invested: (I) United States Treasury Bills or United States Treasury Notes traded on an open market or issued directly by the United States at a yield not exceeding 5 %per annum, (it) United States Treasury Obligations State and Loral Government Series time deposit securities with a yield not exceeding 5 % per annum, (N) obligations the interest of which is not includable in the gross income of the owner thereof for federal income tax purposes under Section 103 of the Code and which are rated AA or better by Standard & Poor's Corporation or Aa or better by Moody's Investors Service, Inc., (iv) shares of qualified regulated investment companies which distribute exempt interest dividends within the meaning of Section 852 of the Code and which are rated AA or better by Standard & Poor's Corporation or Aa or better by Moody's Investors Service, Inc. (tax exempt mutual funds), or (v) United States Treasury Obligations State and Local Government Series demand deposit securities. (b) For an Agreement qualified for the arbitrage rebate exception for small governmental units under Section 148(f)(4)(C) of the Code, "Qualified Investments" means to the extent the same are at the time legal for investment of the funds being invested: (I) direct general obligations of the United States of America; (it) obligations the timely payment of the principal of and interest on which is fully and unconditionally guaranteed by the United States of America; (iii) general obligations of the agencies and instrumentalities of the United States of America acceptable to Lessor; (iv) certificates of deposit, time deposits or demand deposits with any bank or savings institution including Escrow Agent or any affiliate thereof, provided that such certificates of deposit, time deposits or demand deposits, if not insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, are fully secured by obligations described in (1), (l) or (iii) above; (v) repurchase agreements with any state or national bank or trust company, including Escrow Agent or any affiliate thereof, that are secured by obligations of the type described in (I), (it) or (III) above, provided that such collateral is free and clear of claims of third parties and that Escrow Agent or a third party acting solely as agent for Escrow Agent has possession of such collateral and a perfected first security interest in such collateral; or (vi) shares of money market funds which are registered under the Investment Act of 1940, as amended, and which are rated AAA by Standard & Poor's Corporation or Aaa by Moody's Investors Service, Inc. 7. Moneys in the Acquisition Fund shall be used to pay for the cost of acquisition of the Equipment listed in the Agreement. Payment shall be made from the Acquisition Fund for the cost of acquisition of part or all of said Equipment listed in the Agreement upon presentation to Escrow Agent of one or more properly executed Payment Request and Acceptance Certificates, a form of which is attached as Exhibit A, executed by Lessee and approved for payment by Lessor, together with an invoice for the cost of the acquisition of said Equipment for which payment is requested and a written approval by Lessor of the vendor be paid. 8. The Acquisition Fund shall terminate upon the occurrence of the earlier of (a) the presentation of a proper Payment Request and Acceptance Certificate, with the portion thereof designated "Final Acceptance Certificate", properly executed by Lessee, or (b) the presentation of written notification by Lessor, or, if Lessor shall have assigned its interest under the Agreement, then the assignees or subassignees of all of Lessor's interest under the Agreement or an Agent on their behalf, that a default has occurred or that Lessee has ter- minated the Agreement pursuant to Section 5 of the Agreement. Upon termination as described in clause (a) of this paragraph, any amount remaining in the Acquisition Fund shall be used to prepay the principal component of Lease Payments unless Lessor directs that payment of such amount be made in such other manner directed by Lessor that, in the opinion of nationally recognized counsel in the area of tax exempt municipal obligations satisfactory to Lessor, will not adversely affect the exclusion of the interest compo- nents of Lease Payments from gross income for federal income tax purposes. If any such amount is used to prepay principal, the Exhibit A of Lease Payments appearing in the Page 1 of 2 1niga1(!!!!W Agreement shall be revised accordingly as specified by Lessor. Upon termination as described in clause (b) of this paragraph, any amount remaining in the Acquisition Fund shall immediately be paid to Lessor or to any assignees or subassignees of Lessor's interest in this Escrow Agreement. 9. Escrow Agent may at any time resign by giving at least 30 days written notice to Lessee and Lessor, but such resignation shall not take effect until the appointment of a suc- cessor Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this Escrow Agreement may occur by written agreement of Lessor and Lessee. In addition, Escrow Agent may be removed at any time, with or without cause, by an instrument in writing executed by Lessor and Lessee. In the event of any resignation or removal of Escrow Agent, a successor Escrow Agent shall be appointed by an instrument in writing executed by Lessor and Lessee. Such successor Escrow Agent shall indicate its acceptance of such appointment by an instrument in writing delivered to Lessor, Lessee and the predecessor Escrow Agent, Thereupon such suc- cessor Escrow Agent shall, without any further act or deed, be fully vested with all the trusts, powers, rights, duties and obligations of Escrow Agent under this Escrow Agreement and the predecessor Escrow Agent shall deliver all moneys and securities held by it under this Escrow Agreement to such successor Escrow Agent. 10. Escrow Agent incurs no liability to make any disbursements pursuant to the Escrow Agreement except from funds held in the Acquisition Fund. Escrow Agent makes no representations or warranties as to the title to any Equipment listed in the Agreement or as to the performance of any obligations of Lessor or Lessee. Escrow Agent may consult legal counsel in the event of any dispute or question as to the construction of any provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the opinion or instructions of such counsel. Lessee agrees to indemnify Escrow Agent for, and to hold it harmless against, any loss, liability or expense incurred in connection herewith without gross negligence or willful misconduct on the part of Escrow Agent, including without limitation legal or other fees arising out of or in connection with its entering into this Escrow Agreement and carrying out its duties hereunder, including without limitation the costs and expens- es of defending itself against any claim of liability in the premises or any action for interpleader. Escrow Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith, unless first indemnified and held harmless to its satisfaction in accordance with the foregoing, except that Escrow Agent shall not be indemnified against any loss, liability or expense arising out bf its own gross negligence or willful misconduct. Such indemnity shall survive the termination or discharge of this Escrow Agreement or resignation of Escrow Agent. 11, This Escrow Agreement shall be governed by and construed in accordance with the laws of the State in which Escrow Agent is located. 12. In the event any provision of this Escrow Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or ren- der unenforceable any other provision hereof. 13. This Escrow Agreement may not be amended except by a written instrument executed by Lessor, Lessee and Escrow Agent. 14. This Escrow Agreement may be executed in several counterparts, each of which so executed shall be an original. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 15. Escrow Agent shall be entitled to fees and expenses for its regular services as Escrow Agent as agreed to in writing with the [Lessor/Lessee]. Escrow Agent is entitled to fees for extraordinary services and reimbursement of any out-of-pocket and extraordinary costs and expenses, including, but not limited to, attorneys' fees. Escrow Agent shall have a first lien upon the Acquisition Fund for the purpose of paying its fees and expenses. All of Escrow Agent's compensation, costs and expenses shall be paid by [Lessee/Lessor]. 16. The parties hereto agree that, fortax reporting purposes, all interest or other income, if any, attributable to the funds held by Escrow Agent pursuant to this Escrow Agreement shall be allocable to Lessee. Lessor and Lessee agree to provide Escrow Agent completed Forms W-9 and other forms and documents that Escrow Agent may reasonably request (collectively, 'Tax Reporting Documentation") at the time of execution of this Escrow Agreement and any information reasonably requested by Escrow Agent to com- ply with the USA Patriot Act of 2001, as amended from time to time. Additionally, the parties shall complete the Incumbency Certificate attached to this Escrow Agreement and provide it to Escrow Agent upon the execution of this Escrow Agreement. The parties hereto understand that if such Tax Reporting Documentation is not so certified to Escrow Agent, Escrow Agent may be required by the Internal Revenue Code, as it may be amended from time to time, to withhold a portion of any interest or other income earned on the investment of monies or other property held by Escrow Agent pursuant to this Escrow Agreement. IN WITNESS WHEREOF, Lessor, Lessee and Escrow Agent have caused this Escrow Agreement to be executed by their duly authorized representatives, all as of the day of 20 Lessor FZ Signature — ------ GO < W W Print Name VJ CITY (IF LA OUINTA UJ = Sign LU —J LM Print Name un.6_ iCe Title, ­ City Manag Escrow Agent UMB UJ Co CM < Signature C3 Print Name LL LU C4 Page 2 of 2 @2012 All Rights Reserved, Printed In the U,S A 12PFOOC219 10/12 INCUMBENCY CERTIFICATE The undersigned, a duly authorized representative of CITY OF LA QUINTA connection oAgreement dated contemporaneously herewithby and among De Lage Landeni .. LILC r L`(hereinafter1 B.. "Escrow1 authorizedFIES that the persons whose names, titles and signatures appear below are duly qualified and acting representatives of Lessee on the date hereof. Each holds the office set forth beside his\her name, and the signature appearing opposite his\her name is the genuine signature of such representative. Each is to act on behalf of /" / all matters requiring the direction, / or other actionof forth in the Escrow ii • •/ to rely on this certification1 of i to the contrary. NAME TITLE SIGNATURE Frank Spevacek City Manager AIN WITNESS WHEREOF, th undersigned has executed this Certificate for and on behalf of Lessee on this day of , — 4 _. ATTEST TO CITY MANAGER"'S SIGNATURE: Susan Maysels, City C erk Date: Lessee m 5i 0 LA QUI uJ ._ m m• c3 it LLJ en "rq r6u a a a Print Name VFra.w evacekU. v City Manager N ©2012 All Rights Reserved: Printed in the U S.A. 12PFD0C219C 9(12 Cisco .' ca it City of La Quinta 7495 Calle Tampico La Quinta, CA 92253 To Whom It May Concern: Cisco Systems Capital Corp. works with several funding sources when it comes to our true tax exempt clients i.e. cities, school districts, public universities to provide those clients with a finance option. De Lage Landen is one of the partners that Cisco Capital uses to handle our true tax exempt clients. Under Contract PUB 15187 from De Lage Landen the city would own the equipment they are acquiring from Sigma Net at the end of term outright_ Thank you. Nick Ferrari Cisco Systems CapitalCorporation Inside Finance Manager 1111 Old Eagle School Road nferran@cisco_com Wayne, PA 19087 Cisco Capital Phone: (610) 386-2833 .clsca i olciacceca - Ua Fax: (077) 2 7-2 90 PURCHASE ORDER CITY OF LA QUINTA P.O. BOX 1504, LA QUINTA, CA 92247 (760) 777-7000 SHIP TO -fJ78-495 Calle Tampico, La Quints, CA 92253 (760) 777-7000 78-450 Ave. La Fonda, La Quints, CA 92253 (760) 564-0096 78-160 Francis Hack Lane, La Quinta, CA 92253 (760) 777-7075 VENDOR NAME and ADDRESS: Do Lage Landon Public Finance LLC Lease Processing Center 1111 old Eagle School Rd Wayne, PA 19037 DATE DATE DELIVERY REQUIRED 2/2 NO- 01878 IMPORTANT Show above Purchase Order number on all shipping containers and correspondence. This order Is subject to the terms and conditions shown on the face hereof. Vendor Number- 7O.B. POINT I TERMS ITEM QUANTITY QUANTITY UNIT DESCRIPTION WAR REQUIRED RECEIVED STOCP CISCO Network Firewall and Switches Package. *See itemization of hardwar�- attached. 2 Professional Services Council Approved on 12/15/2015 Payment Schedule (3 yrs) 1st - 5/1/2016 for IP37,915.92 2nd - 5/1/2017 for $37,915.92 Final - 5/1/2018 for $37,915.92 AMOUNT 85,587.84 Lisa Chaudhry SALESTAX Included F,.p.,.d By Department Director or Authorized Person TOTAL13,747.76 INSTRUCTIONS TO VENDOR 1, Submit all invoices in DUPLICATE and mail to the attention of the Finance Dept. P.O. Box 1504, La uinta, CA 92247 2. Separate Invoice must be submitted for each purchase order. 3. Delivery Most be prepaid to destination Indleated unless otherwise stated. PURCHASE ORDER EXCEEDING $999.99 IS NOT VALID npt Date UNLESS SIGNED BY THE FINANCE DEPARTMENT VENDOR - WHITE FINANCE - YELLOW PURCHASING - PINK DEPARTMENT COPY - GOLDENROD DEPARTMENT USE ONLY 3action 3.12.240 of the La Quints Municipal Code states that purchase orders in an amount greater than $2,501 and less than $25,000 require 3 Informal bids. I the amount of this Purchase Order is between $2,501 to $25,000 please list the 3 vendors contracted and the price quoted. VENDOR PRICE QUOTE ITEMS ACCOUNT NUMBERS AMOUNT TOTAL --- — - ---- 7— De Lage Landen Public Finance'113,747.76 All 502-0000-80100 '113,747.7(113,747-.l P MEMORANDUM TO: Frank Spevacek, City Manager FROM: Lisa Chaudhry, Technical Assistant DATE: April 20, 2016 SUBJECT: IRS Information Return Form for De Lage Landen Public Finance regarding the procurement and installation of the City's IT Core Network Upgrade. Attached for your signature is an IRS Information Return Form. The form is for information purposes only and is required by issuers of tax-exempt governmental obligations. Form 8038-G Information Return for Tax -Exempt Governmental Obligations (Rev. September 2011) ► Under Internal Revenue Code section 149(e) 0-See separate instructions. Department of the Treasury Internal Revenue Service Caution: If the issue price is under $100,000, use Form 8038-GC. IQ0-1oto��73a OMB No. 1545-0720 . r Renortina Authoritv If Amended Return. check here ► I-1 1 Issuer's name 2 Issuer's employer identification number (EIN) City of La Quinta 95-3740431 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 Stephen R. Kubick 610-386-5722 4 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 5 Report number (For IRS Use Only) 1111 Old Eagle School Road 3 6 City, town, or post office, state, and ZIP code 7 Date of issue Wayne, PA 19087 03/31/2016 8 Name of issue 9 CUSIP number Lease 100-10105732 between City of La Quinta and De Lage Landen Public Finance NONE 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see 10b Telephone number of officer or other instructions) employee shown on 10a Frank Spevacek, City Manager 760-777-7000 Type of Issue (enter the issue price). See the instructions and attach schedule. 11 12 13 14 15 16 17 18 19 20 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . Public safety . . . . . . . . . . . . . . . . . . . . . . . . . Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other. Describe ► City operations/data processing If obligations are TANs or RANs, check only box 19a . . . . . . . . . . . . . If obligations are BANs, check only box 19b . . . . . . . . . . . . . . . . If obligations are in the form of a lease or installment sale, check box . . . . . . . . . . . . . . . . . . . ► ❑ ► ❑ ► ❑ 11 12 13 14 15 16 17 18 107,899 60 s Description of Obligations. Complete for the entire issue for which this form is being filed. (a) Final maturity date (b) Issue price (c) Stated redemption (d) Weighted (e) Yield price at maturity I average maturity 21 1 05/01/2018 1 $ 107,899.601 $ 107,899.601 1.9962 years 4.3491 Uses of Proceeds of Bond Issue (including underwriters' discount) 22 23 24 25 26 27 28 29 30 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . Issue price of entire issue (enter amount from line 21, column (b)) . . . . . Proceeds used for bond issuance costs (including underwriters' discount) . 24 Proceeds used for credit enhancement . . . . . . . . . . . . 25 Proceeds allocated to reasonably required reserve or replacement fund 26 Proceeds used to currently refund prior issues . . . . . . . . . 27 Proceeds used to advance refund prior issues . . . . . . . . . 28 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . . 0 00 0 00 0 00 0 00 01 00 . . . 22 0 00 23 107,899 60 0 00 29 30 1 107,8991 60 Description of Refunded Bonds. Complete this part only for refunding bonds. 31 32 33 34 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . Enter the remaining weighted average maturity of the bonds to be advance refunded . . . Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) . . . . . Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) . ► 0 years . ► 0 years . ► 0 NA For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2011) Form 8038-G (Rev. 9-2011) Page 2 MET Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35 0 00 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a 0 00 b Enter the final maturity date of the GIC ► c Enter the name of the GIC provider ► 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . 37 0 00 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information: b Enter the date of the master pool obligation Pi- c Enter the EIN of the issuer of the master pool obligation Ol- d Enter the name of the issuer of the master pool obligation ► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . . . ► ✓❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . . ► ❑ 41a If the issuer has identified a hedge, check here ► ❑ and enter the following information: b Name of hedge provider ► c Type of hedge ► d Term of hedge ► ► ❑ 42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box . . . . . . . . ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount of reimbursement . . . . . . . . . 11110 b Enter the date the official intent was adopted ► Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Signature and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to and process this return. to t�heG Derson that I have authorized above. Consent =�0,6K210a 311 ae a ek Signature of issuer's authorized representative Date ' Type or print name and title Paid Print/Type preparer's name Prepare 's 'gnae Date PTIN Check ❑ if Preparer Stephen R. Kubick Y' 1� self-employed Use Only Firm's name ► De Lage Landen Public Finance LLC Firm'. EIN ► 72-1603479 Firm's address ► 1111 Old Eagle School Road, Wayne, PA 19087 Phone no. 610-386-5722 Form 8038-G (Rev. 9-2011)