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HomeMy WebLinkAboutController Consolidation Agreement - Network Solutions Incorporated - Consolidate WiFi into One System1316 COUNTY -CITY BUILDING 227 w.JEFFERSON BOULEVARD SOI iTH BEND. INDIANA 46601-1830 CITY OF BEND PETE BUTTIGIEG, MAY BOARD OF PUBLIC WORKS I December 20, 2018 Marc LeBlanc Network Solutions Incorporated 12190 Adams Road Granger, IN 46530 RE: Controller Consolidation Agreement Dear Mr. LeBlanc: PHONE 574/235-9251 FAx 574/235-9171 The Board of Public Works, at its meeting held on December 20, 2018, approved the above referenced agreement to consolidate the City of South Bend, Century Center and downtown free wi-fi into one (1) system in the amount of $98,806.27. Enclosed please find a copy of the agreement for your records,. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, �r ,r Linda M. Martin, Clerk Enclosure GARY A. GILOT SUZA.NNA . FRITZBERG ELIZABETH A. MARADIK 3AMEs A. MUELLER THERESE J. DORAU INTER -OFFICE MEMORANDUM Department of Innovation & Technology , City of South Bend 227 W Jefferson Blvd 18615 TO: Board of Public Works, Linda Martin CC: Dan O'Connor, Michael Schmidt, Clara McDaniels, Benjamin Dougherty, Sandi Kennedy FROM: Michael Sniadecki SUBJECT: Wireless Controller (WLC) Consolidation DATE: 12/06/2018 Linda and Members of the Board This was approved for purchase at the 11/27/2018 BoPW Approval meeting. This is being brought back due to a funding source change. Innovation & Technology is proposing to Lease the hardware over a 3 year period at a 0% Interest rate and a penny buy-out at the end of the lease. There will be an annual lease payment each year of the lease. We are submitting(again) for review and approval of the consolidation of wireless networks and Wireless Controllers (WLC) between the City of South Bend, Century Center, and Downtown free )DTSB) Wi-Fi. COSB is taking over DTSB Wi-Fi infrastructure, added Century Center earlier this year and all including COSB have Wireless Controllers that have been announced as end -of -life. COSB needs not only to replace these WLCs, but upgrade to accommodate/consolidate these three paired wireless controllers into one High Availability (HA) controllers. Also, in this solution is a Meraki Firewall for security/protection that is also capable of handling Content Filtering that is to be implemented for public-guest/free Wi-Fi access only throughout the City. This solution will also help COSB to separate it internal network and public-guest/free Wi-Fi network in very near future. This will greatly reduce our security risks within COSB's internal network. The Office of Innovation and Technology team reviewed the quote and give favorable recommendation. Network Solutions does have the State QPA and will assist in the implementation of this solution. Thank you. Michael Sniadecki Y we do is as important as WHAT we do Controller Consolidation Quote # 072819 Version 5 City of South Bend Mark LeBlanc www.nsil.com 1 (574) 271-0900 RIM "tw�rx� Project Contacts N u�um�au��Mtr�^�u�Y1�2�VAnml��r�n�ru�r�m�l�im'�1r�r�i�nuum�winm��mn�arvim,✓mr�r,�a�¢,mUirrmo�ror�ri�aw,w; NSI Roles Mark LeBlanc Account Manager Stacy Saylor Sales Support Manager City of South Bend Roles Mike Sniadecki Phone: (574) 302-2552 Email: markl@nsil.com Phone: (574) 271-0900 Email: stacys@nsil.com Phone: (574) 277-8515 Email: msniadec@southbendin.gov www.nsil.com WHY we do is as important as WHAT we do (574) 271-0900 e Scope of Work Current Environment and Shortcomings City of South Bend (CoSB) system consists an existing pair of 5508s that have been announced as end -of -life and would like to look at the replacement option. The 5508s that are currently in use, are configured in a High Availability (HA-SSO) deployment and would like to continue with a similar replacement solution. CoSB will also be looking to move the Public-WiFi system for DTSB, and the Century Center wireless, over to the new controllers that will be upgraded for CoSB to be managed all in one location. 5508 EOL Link: iitt s: www,ciscoxom c n usrotiucts collateraN wireless 5500-series-wireiess-controllers eos-eol-notic�e- c51-740221.html Requested Features City of South Bend has requested options to replace the existing equipment to provide the wireless needs of the internal City of South Bend (CoSB) system and the Downtown South Bend (DTSB) system. The network infrastructure will need to provide: • To migrate and combine the wireless systems for CoSB, Century Center, and DTSB into one centralized controller system in the CoSB data center • To have the capacity to be able to handle the current load of the wireless controllers in place and allow for additional future growth. • The controllers will need to be able to support the existing access point models that are deployed along with future models. • The solution will need to be a High -Availability (HA-SSO) solution as is in place today. • Migrate the current configuration from the existing controllers to the new controllers • Provide a Meraki Firewall capable of handling Content Filtering features for the Public-Wifi networks included in DTSB — This is to be implemented for public -guest access only — scalable to handle load of connected guests to the new controller Proposed Solution This solution provides the desired features City of South Bend has requested including: • Combine the wireless systems for CoSB, Century Center, and DTSB into one centralized controller system in the CoSB data center • Highly Available Wireless Controller Solution deployment (HA-SSO Redundancy) • Will support the current and future access points • Existing configuration will be available to be migrated to the new hardware • Licensing quantities to support up to 200 access points — (this total should cover the existing needs with some buffer — if new expansion projects bring the number beyond 200 access points, additional licenses will need to be purchased) • NSI recommends the Cisco 5520 Series wireless controller. (In HA pair) This model is the direct replacement model to the 5508 controller that are currently deployed. This series controller is labeled as capable of supporting up to 1500 APs and 20000 clients for its maximum performance capacity. It is recommended by NSI to plan for a max capacity of 1200 APs and 10000 clients. (the current deployed controllers are well below the NSI recommended capacity for this option) • NSI recommends the MX450 firewall with an Advanced Security license. This hardware platform and license level is recommended to be in line with the potential client counts up to 10,000 (of the 5520 controller), and to support the needs for Content Filtering on the Free-Public-Wifi. The license term provided in this design is for 5 years. Other term options are available for the license if necessary. www.nsil.com K11Y ma dc) IIis this III"npoII"(at"V't t':;1;° iA l ' we do (574)271-0900 v tW � twCI" SC t'io ) • Tasks not listed in this document will require a change order. Please re uest a review if necess,anf items have not been covered with in this Scope of Work. Design Specifications and Assumptions • Assumption 1— a 4-Post rack is necessary for the installation of the 5520 series controllers. It is assumed that this exists as the proper installation of a 5508-series controller (current model in place) also uses a 4-Post rack. • Assumption 2 — CoSB will coordinate the movement of the new ISP handoff into the Data Center that will house the new MX-Firewall for the Public-Wifi connection. This should be at the same location of the current/new wireless controllers as well. • Assumption 3 — No work with the existing Prime server is included in this project. NSI has not had any involvement with the Prime deployment in this environment, and further details would be needed on the system. An upgrade or redeployment of the Prime Infrastructure may be required to be able to work with the newer controllers that are being offered. This should be further review and handle through a separate project — Prime Infrastructure is a management platform and will not have an impact on performance or operation of the wireless system. • Assumption 4 — The DTSB VLANs and IP address ranges that are deployed in the City network are available to be migrated into the current CoSB network. The change of VLANs or IP addresses on the existing DTSB equipment is outside the scope of this project. A change order would be needed to redesign and reconfigure these switches throughout the city. • Assumption 5 — The licenses quantity in this quote is subject to change. Wireless licenses may be added from the time these quantities were quoted. If additional licenses are required at the time of installation a change order will be necessary to support the total number of access points. • Assumption 6 — This design assumes that there is either 4 x 1G or 4 x 10G SFP Uplink ports available in the hardware that the new controllers will be connected to. If additional parts or an exchange of parts are required a change order will be made. • Assumption 7 —The Century Center VLANs will have been integrated into the CoSB network prior to this project so that necessary VLANs/Networks will be accessible as necessary for the wireless migration to take place. Implementation Network Solution Inc. views the successful completion of this project as a partnership between themselves and City of South Bend. The following section provides the scope of work each is responsible for throughout different phases of this project. Fir rayiicdn / Provisioning s +onsi iilitie Network -Wide • NSI will conduct an internal kickoff meeting to review the purpose of the project, desired business outcomes, proposed design, statement of work, stakeholders, equipment, team member requirements, and base scheduling. • NSI will conduct an external kickoff meeting with CoSB to verify the purpose of the project, desired business outcomes, proposed design, statement of work, stakeholders, equipment ordered, equipment delivery timelines, and installation dates and timelines. • NSI will provide a project plan outlining the expected steps needed to accomplish the installation successfully with minimum interruption. Wireless • NSI will perform a walkthrough of each facility providing a best -effort verification of building layout, building www.nsil.com WHY we do:;) 'I'is (As IIf1n p)artiaIn"( as WIIAII we do (574)271-0900 construction materials, existing/expected access point locations, and expected signal coverage. The goal of this walkthrough is to identify any oversights in a design prior to installation. Any changes deemed necessary for a successful installation will be submitted as a Change Order to CoSB for approval. • NSI will gather existing controller configurations and AP inventory information that will be used in migrating the configuration to the new controllers • NSI will develop a preliminary testing plan that verifies normal operation of the installed networking equipment (i.e. access points online, radio settings, remote access) The testing will need to include both the internal CoSB network and the new DTSB Public-Wifi network. • NSI will provide the complete testing plan for CoSB to approve. • CoSB will provide a list of critical services that must be functional in order for testing to be considered successful. • CoSB will specify the location and provide site access for where the controllers will be installed • CoSB will provide access to existing networking hardware necessary for installation of the new controllers • CoSB will provide an expected window of time that changes can be made to the network including those identified as disruptive. • CoSB will approve or modify the recommended design as needed. Tasks not listed in this document will require a, change. Security • NSI will provide CoSB with a data collection sheet to gather information on the existing environment. • NSI will provision the Cisco Meraki cloud account for CoSB and the new MX-Firewall. • Throughout the entire duration of the project implantation, NSI will create and maintain a work breakdown structure to serve as a detailed task list, and will include who is responsible for each task, and the due date of each task. • CoSB will create a Meraki cloud account for NSI firewalls to facilitate NSI implementation remote support. • CoSB will populate the data collection workbook and return it to NSI. Implementation Responsibilities: Network -Wide • NSI will conduct an Installation Review meeting and verify the Project Plan including network design, equipment delivery, installation times, and testing procedures. Wireless • NSI will mount the controllers in the datacenter rack that will house the new controllers. (4-Post Rack Is mandatory) 1• NSI will be deploying the configuration that is in existence on the currently deployed CoSB controllers. After the controllers are operational a review of settings will be made, and any recommended changes will be made at that time. • NSI will migrate the existing configuration that is currently deployed on the DTSB controllers. After the controllers are operational a review of settings will be made, and any recommended changes will be made at that time. With this configuration deployment, the existing "Public WM Web S iash Page" wid be removed and replaced with a standard Acceptable Use Statement. A new -updated Splash page has been discussed, but the development and deployment of that would be outside of the scope of this project. • NSI will configure the new controllers with HA-SSO redundancy is verify that HA is tested and operational • NSI will ensure hostnames for each AP are retained in the migration. This information is stored on the AP and should not be lost in the move, but if necessary, NSI will reconfigure that information if lost. (AP Inventory and Summary List will be gathered prior to installation) • NSI will create AP Groups that will be needed for the CoSB sites. The AP group creation will account for 10 AP groups total. Addition AP groups needed will be out of scope and this will require a change order. www.nsil.com W1(mj do Ns as II II"11''ll uc),N,.'l"'+;:`Nrt a I.IA) me i!!Jo (574)271-0900 • NSI will create new Radio profiles that will be applied to the AP Groups. The same AP Radio Profile can be deployed to multiple groups. At a minimum there will be an Indoors Radio Profile (internal coverage) and an Outdoors Radio Profile (public wifi coverage) to be created. A maximum of 4 additional radio profiles may be configured within this project. Additional radio profiles need beyond a maximum of 4 is outside the scope of this project and will require a change order • NSI will reconfigure the switching infrastructure if necessary for the new controllers to connect and operate with the existing equipment. Further configuration of switches is outside the scope of this project unless explicitly specified in other sections of this scope of work. • NSI will migrate the VLAN SVI configurations to the CoSB core for switch and AP management. These will be necessary to access the DTSB switching equipment. DTSB management VLANs may need to be spanned across some existing equipment as well. NSI will perform the VLAN span task up to 10 switches. The change of VLANs or IP addresses on the existing DTSB equipment is outside the scope of this proiect. A change order would be needed to redesign and ireconfigure these switches throughout the city. • NSI will review the configuration and make any additional changes to the final configuration that are recommended • NSI will test the wireless systems connectivity after the installation. It will also be verified that all connected APs prior to the change are online and communicating with the new controller. • CoSB will provide necessary site and infrastructure access as needed for full configuration of the new wireless system • CoSB will available to assist with the testing phase of this project to verify proper operation and access to the resources listed in the testing plan • CoSB will provide DHCP services for any new networks that are created. Security • NSI will provide onsite installation services. This may entail an NSI installation engineer onsite with remote support provided by an NSI security engineer. • NSI will configure firewall policies based on the populated data collection workbook. • NSI will review all policy configuration, will advise CoSB on the implementation of configuration best practices, and make any recommended changes approved by CoSB. • Implementation of certain components of this solution may be intrusive. CoSB is responsible for coordinating an appropriate downtime window. Testing Ides onsibiliti'es: Network -Wide • NSI and CoSB will test access to the critical services identified in the testing plan. Wireless • NSI will verify proper operation of the installed equipment as identified in the testing plan. Training Support Responsibilities, Network -Wide • No training is included as part of this proposal Infrastructure Final Deliverables Following the completion of training and support, NSI and CoSB will review the work completed. As part of this review NSI will provide the following: Network -Wide • NSI will provide documentation of the testing results including identified critical services, initial testing result, any www.nsil.com WliY we do Its as cis WiAlvve o, 1�% rkSol t]'Ofls required corrective actions, and final testing results (where necessary). Switching • NSI will provide network design documentation (in digital format) of o A copy of all final device configurations. Wireless • NSI will provide documentation of the new controllers and configurations that are installed within this project. Security • Fully operational Security Solution with Content Filtering for the Free-Public-WiFi Requirements NSI has provided labor estimates in conjunction with the bill of materials and this scope of work. Any modifications to either document may require a change order that includes additional cost for added product or services. Listed below is a final set of defined responsibilities that are not included as part of any particular phase of the project but still set important expectations for the successful completion of the project. Network -Wide • Provide Existing Network Documentation — CoSB will provide NSI access to existing network configurations and documentation. Having information such as network drawings, expected failover behaviors, security policies, management addresses, passwords, licenses, running configurations, and device settings helps NSI develop a proper migration strategy for installation and configuration. • Storage and Staging Area — CoSB will designate a location for all ordered equipment to be delivered to. This location should provide a secure temperate area for storage and staging of equipment. • Equipment Transport — CoSO will transport equipment from the designated staging area to each respective installation location. • Inter -Operability with Existing Equipment — NSI will configure new equipment as specified in the design to interoperate with existing equipment. If additional devices outside the scope of the initial design are required to be reconfigured, a change -order will be created for the additional labor cost. • Location Access — CoSg will ensure timely access to the equipment installation area. Installation delays caused by access restrictions may be billable on a per occasion instance. Wireless • Power —CoSB will provide the proper switch -based or mid -span -based power source to provide PoE service for powering all access points. • Patch Cables — CoSg will provide patch cables for new access point data connections except those specified on the quote. If the patch cable counts or requirements change following project acceptance, a change order can be submitted to create a quote for the required additions. • Applications Adding Load to the Network — CoSO will provide NSI awareness of any new applications that could alter the wireless network requirements prior to installation. www.nsil.com WHY we do is as important as WHAT we do (574) 271-0900 Hardware , AIR-CT5520-50-K9 Cisco 5520 Wireless Controller supporting 50 APs w/rack kit $16,500.00 1 $16,500.00 AIR-CT5520-K9 Cisco 5520 Wireless Controller w/rack mounting kit $11,000.00 1 $11,000.00 LIC-CT5520-1A Cisco 5520 Wireless Controller 1 AP Adder License $110.00 150 $16,500.00 SFP-HIOGB-CU2- 10GBASE-CU SFP+ Cable 2.5 Meter $55.00 4 $220.00 5M= GLC-SX-MMD= 1000BASE-SX SFP transceiver module, MMF, 850nm, DO $260.00 4 $1,040.00 1000BASE-SX SFP transceiver module, MMF, 850nm, DOM MX450-HW Meraki MX450 Router/Security Appliance $10,997,25 1 `$10,997.25 LIC-MX450-SEC-5YRMeraki MX450 Advanced Security License and Support, 5YR $33,000.00 1 $33,000.00 LCLC-OM1- LC -LC 2M Multimode OM1 fiber patch cable $15.00 4 $60.00 MM22M LC -LC 2M Multimode OM1 fiber patch cable Miscellaneous-CR Miscellaneous ($16,240.00) 1 ($16,240.00) Cisco Wireless Promo TRN-CLC-001 100 Prepaid training credits:Redeem w/Cisco Learning Partnrs $0.00 3 $0.00 100 Prepaid training credits:Redeem w/Cisco Learning Partnrs Subtotal $73,077.25 SMARTnet CON-SNT-AIRT5550 "SNTC-8X5XNBD Cisco 5520 Wireless Controller supportin Start $4,068.82 1 $4,068.82 Date 09-Sep-2018 End Date 30-Nov-2019" CON-SNT-AIRT5520 "SNTC-8X5XNBD Cisco 5520 Wireless Controller Start Date 09- $2,712.55 1 $2,712.55 Sep-2018 End Date 30-Nov-2019" CON-ECMU- Cisco 5520 Wireless Controller 1 AP Ad Start Date 09-Sep-2018 $27.12 95 $2,576.40 LICT5520 End Date 30-Nov-2019" Add to SNT contract 95639276 & ECMU contract 200266546 with site ID 2152504. Coterm to 11-30-2019 Subtotal $9,357.77 www.nsil.com WHY we do is as important as WHAT we do (574)271-0900 .emsmm a" m ,"Net orkSolution Terms and Conditions i�imi�uuu��mmuuuiuiwiwuumumunw�a�mmoru�a�wuum��aimwmiriruievnuxuurue�m��uwuuriir��;n�rca�a.� ivire��, t,�,w »,�cua�iii i ,,,,,o, �,,,,,,,�, 1. SHIPPING AND HANDLING. All equipment purchased by Customer (the "Equipment") is provided FOB at the shipping location. Shipment will be made asespeclilrey customer and Customer is solely responsible for all expenses in connection with the delivery of the Equipment. The Equipment will bedeemed accepted byCustomerpt. Zb �I�h� ��2. PURCHASE PRICE AND TAXES. Customer shall pay to Network Solutions, Inc. the purchase price set forth in the a{�p�laC�le olce Q""I uurrchase Price') for each itdrrt of Equipment and installation. ew;tomeF ;e eby gFawERd P}kqyipw aA d the ppoceemaw as w seetsfity fop i Mtey-se:_-`.`; '.-`_-__t. Customer acknowledges that in the event of Customer's default and the exercise by Network Solutions, Inc. of its security interest in the Equipment, all of Customer's systems and activities which depend on the Equipment will be disrupted or rendered inoperable. The Purchase Price is due and payable upon delivery of the Equipment in accordance with the terms on the face of the invoice. Customer shall pay all taxes and other governmental charges assessed in connection with the rental, use or possession of the Equipment including, without limitation, any and all sales and/or use taxes and personal property taxes. 3. PAST DUE INVOICES. Invoices are past due the day following the date payment is due. Interest charges shall accrue from that date. In the event of past due invoices, Customer agrees to pay to Network Solutions, Inc., as interest, an amount equal to 2% per month, or the maximum provided by law, (whichever is less) for invoice amounts that are past due. Should Network Solutions, Inc. be forced to initiate legal action to collect unpaid amounts from past due invoices, Customer agrees to pay Network Solutions, Inc.'s reasonable attorney's fees and costs of collection in addition to the interest described above. 4. TITLE. Customer shall acquire title to the Equipment upon full payment of the purchase price(s) set forth herein. Notwithstanding the foregoing, Network Solutions, Inc. and any licensor of rights to Network Solutions, Inc. shall retain title to and rights in the intellectual property (whether or not subject to patent or copyright) and content contained in the materials supplied under the terms of this Agreement„ S. RETURNS. All returns must be approved by Network Solutions, Inc. and a RMA number assigned prior to return shipment. Customary restocking fees of 15% will apply to all non -defective returns. Returns delivered to Network Solutions, Inc. without prior consent will be rejected and returned. If evaluation product is not returned at the end of the evaluation period, evaluation unit invoices are due and payable on the day following the invoice date. 6. SELECTION OF EQUIPMENT; MANUFACTURER WARRANTY. Customer acknowledges that customer has selected the Equipment and disclaims any statements made by Network Solutions, Inc. Customer acknowledges and agrees that use and possession of the Equipment by Customer shall be subject to and controlled by the terms of any manufacturer's or, if appropriate, supplier's warranty, and Customer agrees to look solely to the manufacturer or, if appropriate, supplier with respect to all mechanical, service and other claims, and the right to enforce all warranties made by said manufacturer are hereby, to the extent Network Solutions, Inc. has the right, assigned to Customer, THE FOREGOING WARRANTY IS THE EXCLUSIVE WARRANTY AND IS IN LIEU OF ANY ORAL REPRESENTATION AND ALL OTHER WARRANTIES AND DAMAGES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, NETWORK SOLUTIONS, INC, HAS NOT MADE NOR DOES MAKE ANY OTHER WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR OF NONINFRINGEMENT OF THIRD PARTY RIGHTS AND AS TO NETWORK SOLUTIONS, INC. AND ITS ASSIGNEES, CUSTOMER PURCHASES THE EQUIPMENT "AS IS". 7. LIMITATION OF LIABILITY. Network Solutions, Inc.'s entire liability for any damages which may arise hereunder, for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including Network Solution, Inc.'s negligence, or otherwise, shall be limited to the Purchase Price paid by Customer for the Equipment. IN NO EVENT WILL NETWORK SOLUTIONS, INC. BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF BUSINESS OR PROSPECTIVE BUSINESS OPPORTUNITIES, PROFITS, SAVINGS, INFORMATION, USE OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF NETWORK SOLUTIONS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. GOVERNING LAW; DISPUTE RESOLUTION. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Indiana (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, the parties to this Agreement hereby consent to jurisdiction and venue in the courts of the state of Indiana, 9. MISCELLANEOUS. The above terms and conditions are the only terms and conditions upon which Network Solutions, Inc. is willing to sell the Equipment and supersede all previous agreements, promises or representations, oral or written. ELDS01 1ST 139057v2 www.nsil.com WHY we do is as important as WHAT we do (574)271-0900 ... ; w Controller Consolidation "'Nt°w rkSolu ioii Prepared by: Prepared for: Quote Information: HQ Granger Office City of South Bend Quote #: 072819 Mark LeBlanc 227 West Jefferson Blvd IT 12th Floor Version: 5 (574) 302-2552 South Bend, IN 46601 Delivery Date: 11/07/2018 - Fax (574) 271-7117 Mike Sniadecki Expiration Date: 12/07/2018 markl@nsil.com (574) 277-8515 msniadec@southbendin.gov Quote Summary Hardware $73,077.25 SMARTnet Professional Services $9,357.77 $11,371.25 Total: $93,906.27 Taxes, shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors. HQ Granger Office Signature: Name: Mark LeBlanc Title: Account Manager Date: 11/07/2018 City of South Bend P'l f Signature: . of Pubbe wo, im Name: . n rm g - Date: , www.nsil.com WHY we do is as important as WHAT we do (574) 271-0900 Professional Services NSI QPA Wireless NSI Installation & configuration per proposal $11,371.25 1 Professional Services Subtotal www.nsil.com WHY we do is as important as WHAT we do n $11,371.25 $11,371.25 (574)271-0900 IN BILLING INFORMATION PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS In order for DE LAGS LANDEN PUBLIC FINANCE L -- m to properly bill and credit your account, it is necessary that you complete this form and return it with the signed documents. Billing Name . 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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 held 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. "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 direclly by the United Mates at a yieldnot exceeding .... % per annum, (if) United Slates Treasury Obligations. State and Local Goverrrmeotf Series time deposit securities with a ftld not exceeding A ....... % per annual (iii) obfr,gahons the interest of which its 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 & Poop"s (corporation or Aa or blotter by Moody's Investors Sera, Inc„ (iv) shaves of qualified regulated investment companies which distribute exempt interest dividends within the rneaning 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 Inventors Ser)lce, 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; (ii) 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 (i), (ii) 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), (f) 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. 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. 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 i of 2 Ndu"wMIS De Lage Landen Public Finance LLC 1111 Old Eagle School Road Wayne, PA 19087 Full Legal Name CITY OF SOUTH BEND, INDIANA ,.,__— ......... 08A Wine fir any) Bilbao Address City 227 W JEFFERSON BLVD 12TH FL SOUTH BEND Model No. l Serial Number Location fir not same as above) City Number of Lease Payments I Lease Payments: See Lease Payment Schedule Attached as Attachment 1 II Lease Term (in Months) Payment Frequency ❑ Monthly 36 ❑ Ouarlerly ❑ Semiannually Annually ❑ Other.. .,_.., ,........ .. End of Lease Option: $1 State and Local Government Lease -Purchase Agreement PHONE: (800) 736-0220 FACSIMILE: (800) 700-4643 3......_._ .... ._ Phone Number ) Purrgeso Order Requisition Number Send Invoice to Attention of: 46601 SEE ATTACHED NETWORK SOLUTIONS QUOTE # 072819 V5 By checking [he box below, YOU hereby designate [his Lease as a "qualified lax -exempt obligalian" as defined in Section 265(h)(3)(B) of the Internal Revenue Cade and represent that the aggregate face amount of all lax -exempt obligations (excluding private activity bands other than qualified 501 (c)(3) bands) issued or to he issued by YOU and YOUR subordinate enlilies during the calendar year in which WE fund this Lease is not reasonably expected [o exceed $10,000,000, ❑ Bank Oualilicalion Elected TERMS AND CONDITIONS Please read YOUR copy of this State and Local Government Lease•Purcl;aase 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 De Lage Landen Public Finance LLC, its successors and assigns, as the "Lessor" 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 of ain escrow agent liar Itoe purpose of lfayinl)i or leiirlevI;,tng a ff of a portion all' the cost of Pic Equmiarnent (Ihe Cofnnuouldc uolelut Date) and cofrfinfin thereafterfat, an orlgural feam ("Orh;tfnal Term") ending at The rood of YOUR bullgal year In effect on the Commencenuenl Date, .and may be conlin�uoirl Igo YOU for addkhonat on yeast tememil terms (° Reftewhel'TOVS") coinciding with YOUR budget year up Io fliv total number of mouths indicated abow as the Full Lease Tm% provided, howevet, Mal at the, end of the 00ginat Tprm and at the end of each Renewat Term until the Full Lease Term has been compleled" YOU shall be derramed'lo have continued thls Lease for the next Renewal Term unless YOU Shall have, terminated fhb Leas,e pursuam to Secgon 5 or SeWon 17, Lease Payments vIII he due as set tofltl on Attachment 1 until the bdlruucp of the Lease leamyp'fuu s avid airyaddlhahal t..ease Payments or expenses chargeable to YOU under thus Lease are paid in full. As set forth in the Lease Payment Schedule, a portion of each Lease Payment is f qd as and represents paymment of, mnemesL YOUR oMfgation'to pay the Lease Payinantsand YOUR other Lease robligabons 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 on the date when due, YOU will pay US a late charge at the rate of 16 % per annum or the maximum amount permitted bylaw, whichever is less, from such date. 4. CONTINUATION OF LEASE TERM. YOU currently intend, subject to Section 5, to continue this lease through flue Fuil Lease Tefhn ahtt to pay the Lease Payrrralads hereunder„ YOU reasomfirly believe that legally available funds in an amount sufficient to make all Lease Payments during the Full Lease Term can be obtained. YOUR respoWblo ftnainctat officer shelf doall things lavOull,y will his or her p6mr 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 eadi: pf'oposed ann-i,tat budget subrinited for appu'oval 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 i'ayneents required to be padd to The next occurring Rcnevval Tailn, this Lease shall be deemed terminated at the end of the then current Original Term or Renewal Term. YOU agree to deliver written notice to US of such temmination at least 90 days. pu9or'to the end of the then current Original Term or Renewal Term, but faflnf'e In give such notice shall not extend the term of this Lease beyond the then current Original Term or Renewal Term. If lifts tease is termirialed 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 BY ANY 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 A SIGNED DELIVERY AND ACCEPTANCE CERTIFICATE. (Terms and Conditions continued on the reverse side of this Lease.) "I'll ayaisr to all ur Ulu l'orrms and Conditions contained in both sides of [his Lease, and in any attachments to same (all rat xh" are indwhod 4y refs✓once) and become part of [his Lease. YOU acknowledge to have read and agreed to all [he flcam dM Conditions. The Equipment is: NEW ❑ USED Signature - 6 ,... .,�,..._..c....... orL4... . ,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,, .... .., Print Na'me. , Legal Name of Corporation CITY OF SOUTH BEN (LEASE MUST +'' �„ Page 1 at 2 Lessor Signature Print Name ................ �...... Tree For....., DE LAGE LANDEN PUBLIC FINANCE LLC Lease Number PUB 18157 Lease Date NOVEMBER 26 , 2018 Vendor I O, Number DOCUMENTATION INSTRUCTIONS F00 LEASE NUMBER ,.-m..i_a,57 The instructions listed below should be followed when completing the enclosed documentation. Documentation completed improperly will delay funding, If you have any questions regarding the instructions or the documentation, please call us. AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT 1. Bank Qualification Section • Read and check box if appropriate 2. Lessee Signature • Print name, title, sign and date (must be authorized officer) II. ATTACHMENT 1 — LEASE PAYMENT SCHEDULE ........ • Print name, title, sign and date III ATTACHMENT 2 EQUIPMENT DESCRIPTION ,(WHEN PJ OVIDED) __ • Print name, title, sign and date SPECIFIC ADDENDA Required for: AR, AZ, CO, FL, GA, KS, LA, MI, MN, MS, NC, NJ, NY, OH, OK, & TX • Print name, title, sign, date and attest when required _ .NG ORDER V. ACCEPTANCE CERTIFICATE PLEASE RETAIN UNTIL ALL EQUIPMENT HAS BEEN RECEIVED AND IS IN FULL WO • Print name, title, sign and date VI. 8038 OR GC — IRS FORM enclosed form is a SAMPLE only. The act p y •••na .. --____ __._.__ The actual 8038G or GC will be completed and sent to you for your signature after closing, with instructions to return the original to us at your earliest convenience. This is being done in accordance with the Internal Revenue Service regulations and is a requirement of this financing. VII. ADDITIONAL DOCUMENTATION THAT MUST BE SENT PRIOR TO FUNDING — (WHENAPPLICABLE) ty _ D PUBLIC FINANCE LLC and/or Its Assigns as "lass payee" to ❑ Insurance Certificate for Proper List E LAGE LANDN PIS ._._._ the address listed below. The certificate must also show the physical address where the equipment is located or the phrase "throughout juris- diction" may be used. Must also list amount being financed. ❑ Insurance Certificate for Liability— List _DE LANDEN PUBLIC FINANCE LLC and/or Its Assigns as "additional insured." Vendor invoice listing customer as both bill to and ship to party (to be provided by vendor) Completed Billing Information form ❑ Advance payment check made payable to DE LAGE LANDEN PUBLIC FINANCE LLC State sales tax exemption certificate Escrow Agreement — Return signed Escrow Agreement Incumbency Certificate & Lessee W9 F1 _ ......... .. II ._ ._.. ......_.. ALL DOCUMENTATION SHOULD BE RETURNED VIA FAX OR EMAIL AS FOLLOWS: Attention: ..BA,ILEY WOODS Email: BAivvoogS@clscO.COM 11 _........ ..e .... --------- Lease Processing Center 1111 Old Eagle School Road Wayne, PA 19087 BAILEY WOODS 02018 All Rights Reserved. Primed in the LLS A. 88PFC6C8730 7/18 ATTACHMENT 1 Lease Payment Schedule LESSOR C LESSEE: CITY OF SOUTH BEND, INDIANA LEASE NUMBER: PUB 18157 LEASE DATE: 26 STATE AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT 20 18 Lease Payments are initially due 30 days from the Commencement Date, and thereafter are due annually 30 days after each periodic anniversary of the Commencement Date that occurs during the Full Lease Term until all of the payments set forth below have been received by US. The period for each periodic anniversary is Annual as specified in the Payment Frequency box of this Lease. If the Commencement Date occurs on the 29th, 30th or 31st day of any month, the periodic anniversary will be deemed to occur on the 1st day of the month, commencing on the 1st day of the thirteenth succeeding month after the month of such Commencement Date. Payment Number Rental Payment Interest Portion Principal Portion Balance Purchase Price Loan - ---------- 93,806,27 1 31, 268-76 0,00 31,26876 62, 537, 51 64, 820,13 2 31,268,76 0,01 31.268.75 31,268.76 32,410,07 3 31,268,76 0.00 31,268,76 0,00 0.00 Grand Totals 93,806,28 0,01 93,806 27 Sales tax of _--......� _.....�.�-�._ is included in the financed amount shown above. Lessee acknowledges that the amount financed by Lessor is $ 89,328,75' 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 5,860%`, Such issue price and yield will be stated in the applicable IRS Form 8038-G, INTEREST RATE INDEXATION: The interest rate reflected herein is provided as an indication only and may need to be revised prior to closing, The Lessor will make reasonable efforts to maintain the rate presented herein. However, the rate may need to be revised prior to closing due to change in taw or market conditions In the event that market interest rates increase prior to the date of closing (which causes an increase in the Lessor's cost of funds), the interest rate will be indexed to reflect adjustments to the Lender's actual cost of funds due to market and legal changes incurred since the date of this documentation.. Powic'Worlis Lessee Signature:,®,,,,,,,,,,,, �,Ary,,,� A . . Date° m ....... Print Name ...... � 01 1 Tide ' �� i „� Page 1 of 1 ©2018 All Rights Reserved. Printed in the Us A-18PFDOG282 9/18 Lynn X N co N V O c a T 6. 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 far YOUR obliga- tions hereunder, WE retain a security interest in the Equipment and all proceeds thereof. YOU have the right to 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 be 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 new owner will not be subject to any claims, counterclaims, defenses or set -offs that YOU may have against US. YOU herebyappoint Municipal Registrar Services (rhe "Registrar") as YOURagntf for the purpose of maintaining a written record of each as&grefnent in form necessary to comply wilhi 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 losses or injuries caused by the manufacture, acquisition, delivery, installation, ownership, use, lease, possession, maintenance, operation or rejec- tion of the Equipment or defects in the Equipment. To the extent permitted by law. YOU agree to reim- burse 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 on 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 puWfc liability insurance covering both personal injury and property damage of at teasl $100,000 per person and S300.000 per occurrence or bodily injury and S50,000 for property damage. WE will be the sole named loss payee on the property insurance and named as an addition- al insured an the public liability insurance. YOU will pay all premiums for such insurance and must deliver proof of insurance coverage satisfactory to US. If YOU de not provide such insurance, YOU agree that WE have 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 following 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 became 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 -sufficient funds 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 (ii) reasonable attorneys' 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 due (assuming this Lease is renewed at the end of the Original Term and each Renewal Term), if this Lease is still 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, on the day specified in YOUR written notice to US of YOUR exercise of the purchase option upon at least 60 days' prior 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. 18. REPRESENTATIONS 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- tion and delivery of this Lease by proper action by YOUR governing body at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof 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 required in 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 extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally; (f) YOU have, in accordance with the requirements of law, fully budgeted and appro- priated sufficient funds for the current budget year to make the Lease Payments scheduled to come due during the current budget year and to meet YOUR other obligations under this Lease for the cur- rent budget year, and those funds have not been expended for other purposes; (g) the Equipment is essential to YOUR functions or to the services YOU provide to YOUR citizens, YOU have an immedi- 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 if available) on a quarterly basis. 20. UCC -ARTICLE 2A PROVISIONS. YOU agree that this Lease 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 Supplierfor a description of any rights or warranties that YOU may have under this supply contract, YOU also waive 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 (the "Code"), including without limitation Sections 103, 141,148 and 149 thereof, and the applicable regulations thereunder to maintain the exclusion of the interest portion of the Lease Payments from gross income for purposes of federal income taxation. YOU acknowledge that these provisions of the Cade provide restrictions on the use of the Equipment and the expendi- ture and investment of money related to this Lease. YOU agree to insure the timely and accurate fil- ing of IRS Form 8038-G or Form 8038-GC, as applicable, as required by the Code, and will fully coop- erate with US to insure such timely and accurate filing. 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 obligations (including this Lease but excluding private activity bands other than qualified 501(c)(3) bonds) during the calendar year in which WE fund this Lease without first obtain- ing an opinion of nationally recognized counsel in the area of tax-exempt municipal obligations acceptable to US that the designation of this Lease as a "qualified tax-exempt obligation" will not be 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 parties unless set forth in writing and signed by the parties. Any provision of this Lease which for any reason 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, 25. ROLE OF LESSOR. WE have not acted and will not act as a fiduciary for YOU or as YOUR agent or municipal advisor. WE have not and will not provide financial, legal, tax, accounting or other advice to YOU or to any financial advisor or placement agent engaged by YOU with respect to this Lease. YOU, YOUR financial advisor, placement agent or municipal advisor, if any, shall each seek and obtain its own financial, legal, tax, accounting and other advice with respect to this Lease from its own advisors (including as it relates to structure, timing, terms and similar matters). a f` 0 N C3 O C rZ N T Page 2 of 2 02016 All Rights Reserved. Printed in the USA, 12PFDOC207vl 12/16 FINAL ACCEPTANCE CERTIFICATE � -- ........ _ _................ hate .......................... THIS CERTIFICATE IS TO BE EXECUTED ONLY WHEN ALL EQUIPMENT HAS BEEN ACCEPTED. The undersigned hereby certifies that the equipment described above, together with the equipment described in and accepted by Payment Request and Acceptance Certificates previously filed by Lessee with Escrow Agent and Lessor pursuant to the Escrow Agreement, constitutes all of the Equipment. INCUMBENCY CERTIRCATE ��/�n�r The undersigned, u duly authorized representative ofnBEND, /m»mm» (hereinafter ^Looxoo^), in connection with the Escrow Agreement dated contemporaneously herewith by and among LIP FINANCE Luc .and LIMB Bank, n.a.(hereinafter the "Escrow AOmomont").HEREBY CERT|' F|ESthat 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 authorized to act on behalf of Lessee with respect toall matters requiring the dimcUon, consent nrother action of L00000 as set forth in the Escrow Agreement. LIMB Bank, nu.inentitled torely unthis certification until receipt ofwritten notice tothe contrary. TITLE SIGNATURE IN WITNESS WHEREOF, the undersigned has executed this Certificate for and on behalf of Lessee on this ____day of Uj LU Ca Uj (THIS SIGNATURE IS TO BE EXECUTED BY A PERSON OTHER THAN THE PERSON OR PERSONS THAT L-L. SIGNED ABOVE.) IL. Rj @201All Righis Reserved Pdradmme J Sa12PFmC2lymm/ PAYMENT (REQUEST AND ACCEPTANCE CERTIFICATE FORM To: UMB Bank, n.a. 1010 Grand, 4th Floor Kansas City, Missouri 64106 and DE LAGE LANDEN PUBLIC FINANCE LLC (LESSOR) DE Re: CITY OF SOUTH. BEND, INDIANA Equipment Acquisition Fund No. .... estab- lished by the Escrow Agreement, dated as of ,,...,.NOVEMBER 26 20 18 , (the "Escrow Agreement"), among DE LAGELANDEN--PUBUC_FINANCE LLC (Lessor"), CITY OF SOUTH BEND INDIANA ("Lessee") and LIMB Bank, n.a., as Escrow Agent (the "Escrow Agent") Ladies and Gentlemen; Escrow Agent is hereby requested to pay from the Acquisition Fund to the person or corporation designated below as Payee, the sum set forth below in payment of a portion or all of the cost of the acquisition of the equipment described below. The amount shown below is due and payable under the invoice of the Payee attached hereto with respect to the cost of the acquisition of the equipment and has not formed the basis of any prior request for payment. The equipment described below is part or all of the "Equipment' that is listed in the State and Local Government Lease -Purchase Agreement (the "Agreement") described in the Escrow Agreement. Lessee hereby certifies and represents to and agrees with Lessor and Escrow Agent as follows: 1. The Equipment described above has been delivered, installed and accepted on the date hereof. 2. Lessee has conducted such inspection and/or testing of said equipment as it deems necessary and appropriate and hereby acknowledges that it accepts said equipment for all purposes. 3. Lessee is currently maintaining the insurance coverage required by Section 14 of the Agreement. 4. No event or condition that constitutes, or with notice or lapse of time or both would constitute, a default (as described in Section 15 of the Agreement) exists at the date hereof. Lim 20 W Lessee ., CITY OF GW.,wftW War ae w o Signature ------ � La Print Name w ��� w ... NJ C-u�.. _ x'<aruu.�,w�.w+� � ^ywwkuw�rvetinrewxrlu�wMwa!mom,—.�WMu�NM u�aiwM�z'"� 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 of 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 APPROVED Board aad ��nsG�e]&� W Lessor DE LAGE LANDEN PUBLIC FIN,ANIOIE LLG W HSignature C„ a z � Print Name ®.. .... va Title __ ......... CITY OF OUT IANA Lessee ......� ..�.. ..�..� � .. v Z P t CIOj Signature . yI —jPrint Name Form ST-105 Indiana Department of Revenue State Form065 (R516-17) p General Sales Tax Exemption Certificate -17j xem Indiana registered retail merchants and businesses located outside Indiana may use this certificate. The claimed exemption must be allowed by Indiana code. Exemption statutes of other states are not valid for purchases from Indiana vendors. This exemption certificate can not be issued for the purchase of S, Vehicles, uxi-aft, or.�l r Purchaser must be registered with the Department of Revenue or the appropriate taxing authority of the purchaser's state of residence. Sales tax must be charged unless all information in each section is fully completed by the purchaser. Purchasers notable to provide all required information must pay the tax and may file a claim for refund (Form GA-110L) directly with the Department of Revenue. A valid certificate also serves as an exemption certificate for (1) county innkeeper's tax and (2) local food and beverage tax. 71 Name of Purchaser: City of South Bend ,1 Business Address: 227 W Jefferson Blvd City: South Bend State: IN ZIP Code: 46601 Purchaser must provide minimum of one ID number below.* 0. Provide your Indiana Registered Retail Merchant's Certificate TID and LOC Number as shown on your Certificate. TID Number (10 digits): 0003122131 m mm „ m - LOC Number (3 digits): 001 If not registered with the Indiana DOR, provide your State Tax ID Number from another State *See instructions on the reverse side if you do not have either number. State ID Number: State of Issue: Is this a R blanket purchase exemption request or a 11 single purchase exemption request? (check one) w Description of items to be purchased: Purchaser must indicate the type of exemption being claimed for this purchase. (check one or explain) F Sales to a retailer, wholesaler, or manufacturer for resale only. r Sale of manufacturing machinery, tools, and equipment to be used directly in direct production. C Sales to nonprofit organizations claiming exemption pursuant to Sales Tax Information Bulletin #10. (May not be used for personal hotel rooms and meals.) Sales of tangible persona[ property predominately used (greater then 50 percent) in providing public transportation - provide USDOT Number. A person or corporation who is hauling under someone else's motor carrier authority, or has a contract as a school bus operator, must provide their SSN or FID Number in lieu of a State ID Number in Section 1. 5 USDOT Number: ®N te: A farmer not possessing a State Business Sales to p occupationally engaged farmers, to be used directly in production of agricultural products for sale. possessing License Number may enter a FID Number or a SSN in lieu of a State ID Number in Section 1. C Sales to a contractor for exempt projects (such as public schools, government, or nonprofits). F Sales to Indiana Governmental Units (agencies, cities, towns, municipalities, public schools, and state universities). Sales to the United States Federal Government - show agency name, _ Note: A U.S. Government agency should enter its Federal Identification Number (FID) in Section 1 in lieu of a State ID Number. Other - explain.... _ I hereby certify under the penalties of perjury that the property purchased by the use of this exemption certificate is to be used for an exempt purpose pursuant to the State Gross Retail Sales Tax Act, Indiana Code 6-2.5, and the item purchased is not a utility, vehicle, watercraft, or aircraft. 0 1 confirm my understanding that misuse, (either negligent or intentional), and/or fraudulent use of this certificate may subject both me personally and/or the business entity I ropre;° int to the imposition of tax, interest, and civil and/or criminal penalties. Signature of Purchaser: Date: 01/11/2018 _ - Printed Name: Shannon L Fredline Title: Aim' Suer The Indiana Department of Revenue may request verification of registration in another state if you are an out-of-state purchaser,. Seller must keep this certificate on file to support exempt sales. BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date Name 12/06/18 Michael Sniadecki Department Innovation & Tech BPW Date 12/20/18 Phone Extension 6004 fflffl Required Prior to Submittal to Board Legal Attorney Name Kennedy Controller review is required for all Contracts $5,000.00 or more Controller ® and greater than one year in length per the City Purchasing Policy Purchasing Check the A Z Agreement — F] Professional Services Bid Opening El Quote Opening Chg Order No. Ease./Encroach. n Other: Company or Vendor Name ►ro riate Item T e — Required for All Submissions El Contract El Proposal Amendment El Bid Award ❑ Req. to Advertise n Quote Award ❑ C/O & PCA No. PCA ❑ Traffic Control Resolution El Claim R ___tLekqired Information Network Solutions, Inc — Holds State QPA Addendum ❑ Title Sheet New Vendor " Yes If Yes, Approved by Purchasing No MBE/WBE Contractor ❑ MBE Completed E-Verify Form Attached ❑ Yes ❑ WBE ❑ No Project Name Wireless Access Controller Consilidation _.................................. ..... _._................. Project Number Funding Source IT Leasingm, Operating, and Professional Services �.m........ Account No. 279-0672-415.38-01, 38-02 and 31-06 _..—__.....__.. ................... .... ...... Amount Hardware - $73,077.25, SMARTnet - $9,357.77, ProfSvs $11,37m1ITm.25m($98,m8m06.27 total) Terms of Contract Lease; SMARTnet is cotermed with our existing through 11/2019 Purpose/Description This will consolidate COSB Century Center and downtown free wifi into ones stem For Change Orders Only Amount of Increase $ Decrease $_.. —.............._.................... ITITITIT Previous Amount $ Current Percent of Change: _.._ wwww m% New Amount $ ................................ Total Percent of Change: Time Extension: Dispersal After Approval Copy Original ® F1 Michael Sniadecki ® Dan O'Connor ® ❑ Shawn Delahanty