22-2226 Approving Addendum to Lease and Equipment Schedule No. 1 ORDINANCE NO. 22-2226
AN ORDINANCE OF THE CITY OF LONGWOOD, FLORIDA, APPROVING
AND AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE
AGREEMENT, GOVERNMENT ADDENDUM TO LEASE AND EQUIPMENT
SCHEDULE NO. 1 BETWEEN LEAF CAPITAL FUNDING, LLC AND THE CITY
OF LONGWOOD AND RELATED INSTRUMENTS; PROVIDING FOR
CONFLICTS,SEVERABILITY AND AN EFFECTIVE DATE.
WHEREAS, the governing body of the City of Longwood, Florida ("Lessee" or "City")
desires to obtain certain equipment (the "Equipment") described in the Equipment Lease
Schedule No. 1 to the Master Lease Agreement as amended by the Government Addendum to
Lease (collectively, the "Lease Agreement") with LEAF CAPITAL FUNDING, LLC, the form of
which has been available for review by the governing body of Lessee prior to adoption of this
Ordinance; and
WHEREAS, the Equipment is essential for the Lessee to perform its governmental
functions; and
WHEREAS, the City Commission finds that entering into and approving Lease Agreement
in the best interests of the Lessee for the acquisition of the Equipment.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF
LONGWOOD, FLORIDA AS FOLLOWS:
Section 1. Recitals. The above recitals are true and correct and constitute the City
Commission's findings.
Section 2. Approval. The Lease Agreement and the acquisition and financing of the
Equipment under the terms and conditions as described in the Lease Agreement attached to
this Ordinance are hereby approved. The Acting City Manager and any other officer of the City
of Longwood who shall have the power to execute contracts on behalf of the City be, and each
of them hereby is, authorized to execute, acknowledge and deliver the Lease Agreement with
any reasonable changes, insertions and omissions therein as may be approved by the officers
who execute the Lease Agreement. The City Clerk of the City of Longwood and any other
officer of the City who shall have the power to do so be, and each of them hereby is, authorized
to affix the official seal of the City of Longwood to the Lease Agreement and attest the same.
The proper officers of Lessee be, and each of them is, authorized and directed to execute and
deliver any and all papers, instruments, opinions, certificates, affidavits and other documents
and to do or caused to be done any and all other acts and things necessary or proper for
carrying out this Ordinance and the Lease Agreement.
Ordinance No.22-2226
Page 1 of 2
Section 3. Future Equipment Schedules. Future equipment schedules under the
Master Lease Agreement with LEAF CAPITAL FUNDING, LLC approved by this Ordinance may be
authorized either by Resolution or Ordinance of the City Commission.
Section 4. Conflicts. If any Ordinances or parts of thereof are in conflict herewith, this
Ordinance shall control to the extent of the conflict.
Section 5. Severability. If any portion of this Ordinance is determined to void,
unconstitutional, or invalid by a court of competent jurisdiction, the remainder of this
Ordinance shall remain in full force and effect.
Section 6. Effective Date. This Ordinance shall take effect upon its second reading and
final adoption by City Commission.
FIRST READING:July 18, 2022
SECOND READING: August 1, 2022
PASSED AND ADOPTED this 1 day of August 2022.
CITY COMMISSION
CITY OF NGWO ORIDA
Matt Morgan, Mayor
ATTEST:
c elle o o, M C, FCRM, City Clerk
Approved as to form and legality for the use and reliance of the City of Longwood, Florida only.
Daniel W. e it torney
Ordinance No.22-2226
Page 2 of 2
This is a non-cancellable,legally binding contract. Master Lease#:
MASTER LEASE AGREEMENT
Lessor:LEAF Capital Funding,LLC Lessee(Leasing Customer):City of Longwood
2330 Interstate 30 Lessee's Chief Executive Office-Street:175 W Warren Ave,
LEAF Phone Mesquite,TX2)75150 City,ST&Zip Code:Longwood,Fl,32750-4107
0 Phone:(972)755 8200
Fax:(972)755-8210 County: Seminole
Lessee Telephone:407-260-3446
Tax1101; €5'till 2,529 3SE C• -- 4
Signatures
lessee has reviewed this page and the res f this Lease lessor has reviewed this page and the rest of this Lease
City of ton od LEAF Capital Funding,LLC(Lessor)
CAY
Authorized Signature atilldt. /Authorized Signature
Clint Giotelli Acting City Manager 0 8(CI( Angie Cox Senior Docs Specialist
Print Name Title Date Print Name Title Date
Terms and Conditions
In this Master Lease Agreement(this'Agreement'),the words'You'end Your mean the UNCONDITIONALLY ACCEPTED BY YOU. If requested, You wit sign a separate
Lessee named above. We,''Us''Our'and'Lessor mean LEAF Capital Funding,11.C. Equipment delivery and acceptance certificate for each Schedule.We may at Our discretion
'Suppler means the equipment suppler supplying the Equipment(defined below)leased verify by telephone such Information regarding delivery and acceptance of the Equipment es
under a Schedule.'Schedule'means a schedule,in such form as We may accept in our wo deem appropriate end any such telephone verification of Your acceptance wilt have the
sole discretion,that may be entered into hem time to time by You and Us for a lease same effect as a written delivery and acceptance certificate signed by Ycu.With respect to
transaction pursuant to this Agreement.You acknowledge and agree that this Agreement each Lease, You agree to pay a prorated Payment for the period horn the date the
and each Schedule represent the complete and exclusive agreement between You and Us Equipment Is delivered to You unU the Commencement Date of such Lease. This prorated
regarding the subject matter herein and therein and supersedes arty other oral or written payment will be based on the Payment shown In the related Schedule prorated on a 30 day
agreements between You and Us regarding such matters- Thls Agreement and each calendar month and will be added to Your first Invoice. Each Payment Period for a given
Schedule can be changed only by a written agreement between You and Us. Other Lease,You agree to pay Us,by the due date set forth on Our Invoice to You(i)the Payment
agreements not staled herein or In a Schedule(including,without timitatlon,those contained due under the related Schedule,and(i)applicable taxes and other charges provided for in
in any purchase order or service agreement between You and the Supplier)are not part of a the Lease.Restrictive endorsements on checks will not be binding on Us.Ali payments
Lease(defined below). This Agreement Is not a commitment by Us to enter Into any received will be applied to past due amounts and to the current amount due in such order as
Schedule rot currently in effect, and nothing in this Agreement shall Impose, cr be We determine.Any security dopos:t that You pay under o Lease Is non-Interest bearing,
construed to impose,any obligation upon Us to enter into any proposed Schedule,It being may be commingled with Our funds.may be appfied by Us at any time to cure any default
understood that whether We enter into any proposed Schedule shall be a decision solely by You.and the unused portion wit be returned to You after You have satisfied all of Your
i whin Our discretion. To help the government fight the funding of terrorism and money obligations under the applicable Lease.If We do not receive a payment In full on or before
laundering activities,U.S.Federal law requires financial Institutions to obtain,verify and its due date,You shall pay a tee equal to the greater of 10%of the amount that is Fate or
record Information that Identifies each person(individuals or businesses)who opens en $29.00(or maximum amount permitted by law if less).You shall pay Us a returned check or
accent.What this moans for You:When You open an account or add any additional non-sufficient funds charge of$35.00 for any returned cc dishonored check or draft.
service,We will ask You for Your name,address,federal employer Identification number 5. INDEMNIFICATION. You shall indemnity and hold Us harmless from and against,any
and other Information that will allow lie to Identify You.We may also ask to sec other and all claims,actions,damages,fabTites,losses and costs(including but not limited to
Identifying doannents. reasonable attorneys'fees)made against Us,or suffered or Incurred by Us,arising directly
1. LEASE OF EQUIPMENT.Each Schedule executed by You represents Your agreement or indirectly out of,or otherwise relating to,the delivery,Installation,possession,ownership,
to lease from Us the personal property fisted therein(together with all existing end future use,loss of use,defect In or malfunction of the Equipment. This obigatien shall sundae the
accessories,attachments,replacements and embedded software,the'Equipment')upon lamination of each Lease.We shalt not be liable to You for any damages of any kind,
the terms stated In such Schedule and this Agreement.Each Schedule and the terms of this including any lability for consequential damages,arising out of the use of or the inability to
Agreement which are incorporated by reference Into such Schedule shall constitute a use the Equipment.
separate and Independent contract between.You and Us and shall be referred to as a 6, NO WARRANTIES.WE ARE LEASING THE EQUIPMENT TO YOU "AS IS',WE
'Lease'.In the event of any conflict between the provisions of this Agreement and the HAVE NOT MADE AND HEREBY DISCLAIM ANY AND ALL WARRANTIES,EXPRESS
provisions of any Schedule,the provisions of the Schedule shall control. Each Schedule is OR IMPLIED,ARISING BY APPLICABLE LAW OR OTHERWISE,INCLUDING WITHOUT
binding on You as cf the date You sign it.You agree that after You sign this Agreement or a LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
Schedule, We may insert or correct any information missing in this Agreement or a A PARTICULAR PURPOSE.The parties hereto agree that each Lease is.or shall be
Schedule, including Your proper legal name,serial numbers and any other Information treated as,a'finance lease'under Article 2A of the Uniform Commercial Cede(the-UCC').
describing the Equipment,and change the Payment shown in a Schedule by up to 15%due You hereby waive any and all rights and remedies conferred upon You by Article 2A of the
to a change in the Equipment or Its cost or a tax or payment adjustment. UCC.If any Lease is deemed to be a secured transaction,You hereby grant to Us a security
2. TERM;RENEWAL.The term of each Lease will begin on the date that the related Interest in the Equipment and all proceeds thereof. You authorize Us to record UCC
Schedule Is accepted by Us or any later date that We designate(the'Commencement financing statements to protect Our Interests In the Equipment.You may be entitled under
Date')and will continue for the number of months shown on such Schedule(the-Initial Article 2A of the UCC to the promises and warranties (If any)provided to Us by the
Term'). As used herein,'Term'means the term presently in effect at any time,whether it is Supplier(s)In connection with or as pert of the contract(If any)by which We acquire the
the In Term or a Renewal Term(defined below).With respect to each Lease,unless Equipment,which warranty rights We assign to You for the applicable Term(provided You
You have a$1.00 Purchase Option as indicated In the related Schedule,You shall are not In default).You acknowledge that You are aware of the name of the Suppler of each
notify Us In writing at least 90 days but not more than 120 days before the end of a item of Equipment and You may contact the Supplier(s)far an accurate and complete
Term(the`Notice Period")that you Intend to purchase or return the Equipment at the statement of those promises and warreerUes (f arty), including any disclaimers and
end of such Term or: (a) the applicable Lease will automatically renew for an limitations of them or of remedies.
additional three-month period(a'Renewal Term")and(b)al terms of such Lease will 7. DELIVERY,LOCATION,OWNERSHIP;USE AND MAINTENANCE OF EQUIPMENT.
continuo to apply.If You do notify Us In writing within the Notice Period for a given Lease We are not responsible for deivery or Installation of the Equipment relating to any Schedule.
that You intend to purchase or return the related Equipment at Ihe end of the Term of such You are responsible for Equipment maintenance.You yell not remove the Equipment from
Lease,then You shall(I)purchase she Equipment by paying the purchase opUtn amount the Equipment Location specified In a Schedule unless You first get Our permission.You
(and el other amounts due hereunder)within 10 days after the end of the Term,or(n)return shall give Ua reasonable access to the Equipment Location so that We may Inspect the
the Equipment pursuant b Section 12.For any'Fair Market Vahrun Purdese Option,the Equipment,and You agree to pay Our costs In connection therewith.We will own and have
fair market value shall be determined by Us In Our sole but commerctity reasonable title to the Equipment(excluding any software)during each Lease.II the Equipment Includes
Judgment.Each Lease is non-cancelable for the full Term. any software:(I)We don't own the software.(II)You are responsible for entering Into any
3. UNCONDITIONAL OBLIGATION.With respect to each Lease,You agree thee(i)You necessary software license agreements with the owners or licensors of such software,fill)
selected the Equipment and the Supplier based on Your own judgment:(ii)Your obligations You shall comply with the terms of all such agreements,If any,and(iv)any default by You
under each Lease are absolute and unconditional and are not subject to cancellation, under any such agreements shall constitute a detar.lt by You under the applicable Lease,
reduction or setoff for any reason whatsoever,(ii)If You me a party to any maintenance, You agree that the Equipment is end shag remain personal property and without Our prior
supplies cr other contract with the Supplier,such contract Is NOT part of any Lease(even written consent,You shall not permit It to become(i)attached to reef property,or(i)subject
though We may,as a convenience to You and the Supplier,bill and collect monies owed by to liens or encumbrances of any kind. You represent that the Equipment will be used solely
You to the Suppler);and(iv)If the Equipment Is unsatisfactory or if the Suppler fails In for commercial purposes and not for personal,family or household purposes. You will use
provide arty service or fulfill any other obligation to You,You shall continue to fully perform the Equipment in accordance with at laws,operation manuals.service contracts(if any)and
under each Lease. Insurance requirements,and shall not make any permanent alterations to it.At Your own
4. ACCEPTANCE OF EQUIPMENT;PAYMENTS.With respect to each Schedule,You cost,You will keep the Equipment in good working order and warrantable condition,ordinary
will Inspect and lest the operation of the Equipment upon its delivery and You will notify Us wear end tear excepted CGood Condition').
within ten(10)days of delivery 11 the Equipment Is not satisfactory. YOU AGREE THAT IF 6. LOSS;DAMAGE;INSURANCE. You shall,at all times during each Lease,(I)boar the
YOU FAIL TO NOTIFY US THAT THE EQUIPMENT IS NOT SATISFACTORY WITHIN Pak of loss end damage to the Equipment and shall continue performing all Your obligations
TEN(10)DAYS OF DELIVERY THEN THE EQUIPMENT SHALL BE IRREVOCABLY AND to Us even If it becomes damaged or suffers a loss,(II)keep the Equipment Insured against
116725638 v5(08120/18)MPG MLA 72017e No schedule maybe terminated early.The terms of this master lease are continued on the reverse or next page. Page 1 of 2
all risks of damage and loss(-Property Insurance')in an amount equal to Its replacement for shipment,freight prepaid and fully Insured,and must be received In Good Condition
cost,with Us named as sole loss payee'(with a lender's loss payable endorsement If (defined In Section 7). All terms of the applicable Lease,Including Your obligation to make
required by Lessor or Its Assignee),and(111)carry public habi ty Insurance covering bodily Payments and pay n➢ other amounts due thereunder shall continuo to apply until the
injury end property damage('Liability Insurance)In an amount acceptable to Us,with Us Equipment is received by Us in accordance with the terms of this Agreement You are
named as an additional insured thereunder.With respect to each Lease,You have the solely responsible for removing all data from any digital storage device,hard drive or other
choice of satisfying these insurance requirements for a given Lease by providing Us with electronic medium prior to returning the Equipment or otherwise removing or allowing the
satisfactory evidence of Property end Ltabikty Insurance('Insurance Proof),within 30 days removal of the Equipment from Your premises for any reason (and You are solely
of the Commencement Dale of such Lease. Such Insurance Proof must provide for at least responsible for selecting an appropriate removal standard that meets Your business needs
30 days prior written notice to Us before it may be canceled or terminated and must contain and complies with applicable laws). We shall not be liable for any tosses,directly or
other terms satisfactory to Us. If you do not provide Us with Insurance Proof within 30 days Indirectly arising out of,or by reason of the presence ondlor use of any Information,Images
of the Commencement Date of a Lease,or if such insurance terminates for any reason,then or content retained by or resident In any Equipment returned to Us or repossessed by Us.
(a)You agree that We have the right, but not the obligation,to obtain such Property 13.APPLICABLE LAW;VENUE;JURISDICTION;SEVERABILITY.This Agreement and
Insurance and/or Liability Insurance In such forms and amounts front en Insurer of Our each Lease shall be governed by,enforced and construed in accordance with the laws of
choosing In order to protect Our Interests('Otter Insurance"),and(b)You agree that We the slate of Our prindpai place of business,or,If We assign this Agreement or a Lease,the
may charge you a periodic charge for such Other Insurance.This periodic charge will laws of the slate of the Assignee's principal place of business,and any dispute concernicg
include reimbursement for premiums advanced by Us to purchase Other Insurance,billing this Agreement or a Lease shall be adjudicated in a federal or state court In such stale,or in
and tracking fees,charges for Our processing and related fees associated with the Other any other court or courts laving jurisdiction over You or Your assets,all al the solo election
Insurance,and a finance charge of up to 18%per annum(or the maximum rate allowed by of Lessor or its Assignee.You hereby Irrevocably submit generally and unconditionally to
law if less)on any advances We make(or premiums(cdlectiveiy,the-Insurance Charge"). the jurisdiction of any such court so elected by Lessor or Its Assignee In relation to such
We and/or one or more of our affiliates and/or agents may receive a portion of the Insurance matters and irrevocably waive any defense of an inconvenient forum to the maintenance of
Charge,which may Include a profit.We are qot obligated to obtain,and may cancel,Other any such action or proceeding. YOU AND WE HEREBY WAIVE YOUR AND OUR
Insurance al any lime without notice to You.Any Other Insurance need not name You as an RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY LEGAL ACTION.If any amount
Insured or protect Your Interests. The insurance Charge may be higher than If You obtained charged or collected under this Agreement or any Lease Is greater than the amount allayed
Property and liability Insurance on Your own. by law(on'Excess Amount'),then(I)any Excess Amount charged but not yet paid wit bo
9. ASSIGNMENT.You shall not set,transfer,assign or otherwise encumber(collectively, waived by Us and(i)any Excess Amourd collected will be refunded to You or applied to any
-Transfer')this Agreement or any Lease,or Transfer or sublease any Equipment,In whole other amount then due hereunder or thereunder.Each provision of this Agreement and each
or in par,without Our prior written consent We may,without notice to You,Transfer Our Lease shall be Interpreted to the maximum extent possible to be enforceable under
interests In the Equipment,this Agreement end/or any Lease,in whole or In part,to a third applicable law. If any provision of this Agreement or any Lease is construed to be
party(an'Assignee'),In which case the Assignee will,to the extent of such Transfer,have unenforceable.such provision shall be ineffective only to the extent of such urentorceabiity
at of Our rights and benefits but will rot have to perform Our obligations(If any).Any without Invalidating the remainder hereof or thereof.
Transfer by Us will not relieve Us of Our obligations under this Agreement or any Lease. 14.DOLLAR PURCHASE. This Section only applies to Leases under which You have
You agree not to assert against the Assignee any claim,defense or offset You may have been granted a 31.00 Purchase Option,as Indicated on the related Schedule. With respect
against Us.You acknowledge that neither We nor the Supplier are agents of any Assignee. to any such Lease,at the end of the Initial Term,You shall purchase the Equipment*AS IS,
10.TAXES AND OTHER FEES. You are responsible for ea taxes (including,without WHERE IT for ono dollar($1.00);provided,however,We shall not be required to transfer
limtation, sales, use and personal property faxes, excluding only taxes based on Our Our Interest In the Equipment to You until You have paid to Us all amounts then owing
Income), assessments, license and registration fees and other governmental charges under such Lease,t any. You agree that prior to entering Into any such Lease,You could
relating to this Agreement,each Lease and/or the Equipment(collectively'Governmental have purchased the Equipment from the Supplier for a specific cash amount(the'Cash
Charges'). Sales or use taxes due upfront oil be payable over the Initial Term of each Price'),but Instead You hereby choose end agree to purchase the Equipment by paying the
Lease,with a finance charge.You authorize Us to pay any Governmental Charges as they Time Price(as defined herein)over the applicable Initial Term. The Time Price equals the
become due,and You agree to reimburse Us promptly upon demand for the full amount. sum of the Payments shown In the related Schedule,plus S1.00.If the Time Price should be
You agree to pay Us a fee for Our administration of taxes related to the Equipment leased determined or adjudicated to Include an Interest component or finance charge,then you
under each Lease. With respect to each Lease,You also agree to pay Us upon demand(i) agree that(i) each Payment Wall be deemed to Include an amount of pre.computed
for all costs of Sing, amending and releasing UCC financing statements, and (ill) a Interest,(I)the total pre-computed interest scheduled to be paid over the Initial Term Is to
documentation/processing fee In the amount set forth in the related Schedule (or as be calculated by subtracting the Cash Price from the Time Price,(II)the annual Interest rate
otherwise agreed to).II You so request,end Wo permit the early termination of a Lease, deemed applicable to such Lease is the rate that will amortize Our Investment down to
You acknowledge that there may be a cost or charge to You for such privilege. In 91.00 by applying all periodic Payments as payments,assuming that each periodic Payment
connection with the expiration or earlier termination of a Lease,You agree to pay Us any Is received by Us on the due date,and(iv)none of the other fees or costs We may charge
Governmental Charges accrued or assessed but not yet due and payable,or Our estimate You pursuant to such Lease (including but not limited to UCC Sling fees, tato foes,
of such amounts.You agree that Iho fees end other amounts payable under this Agreement documentation or processing fags)shall be considered interest ore finance charge.
and each Lease may Include a profit to Us and/or the Supper. 15.MISCELLANEOUS.You authorize Us or an Assignee to(a)obtain credit reports or
11.DEFAULT;REMEDIES. With respect to each Lease.You will be in default if(1)You fail make credit inquiries in connection with this Agreement or any Lease,and(b)provide Your
to pay any amount due under any Lease within 15 days of the due date,(2)You breach or credit application and information regarding Your account to credit reporting agencies.
attempt to breach any ether term,representation or covenant In this Ageemen,any Lease potential Assignees, the Supplier and parties having an economic interest In this
or In any other agreement now existing or hereafter entered into with Us or any Assignee, Agreement,a Lease and/or the Equipment.This Agreement and any Schedules,exhibits
(3)an event of default oaurs under any obligation You may now or hereafter owe to any and other related documents (each a 'document') may be executed In counterparts
aftiate of Us or any Assignee,and/or(4)You and/or any guarantors or sureties of Your manually or by electronic means,by either party and,when transmitted to Us by fax,
obligations under any Lease(I)go out of business.(11)commence dissolution proceedings, electronic or other means,shall be binding on You for all purposes as if manually signed.
(ill)merge or consolidate Into another entity.(Iv)sell all or substantially all of Your or their No document requiring Our signature is binding on Us anti We sign it.For purposes of
assets,or Mere Is a change of control with respect to Your or their ownership,(v)become perfection of a security Interest In chattel paper under the UCC,only to counterpart of a
insolvent,admit Your or their Inability to pay Your or their debts,(vi)make an assignment for document that bears Our manually-applied elgnature and is marked'Original"or with a
the benefit of Your or their creditors(or enter Into a similar arrangement).cr(vii)file,or there similar designation by Us or by Our assignee shall constitute"chattel paper'for purposes of
is filed against You or them, a bankruptcy, reorganization or similar proceeding or a perfection by possession,provided that if any document Is stored In an electronic medium
proceeding for the appointment of a receiver,trustee or liquidator. If You default under a qualifying as'electronic chattel paper',then the counterpart identified by Us as the single
Lease,We may do any or nil of the following:(A)cartel such Lease,(B)require You to 'Authoritative Copy'stall be chattel paper for purposes of perfection by control,and any
promptly return the Equipment pursuant to Section 12,(C)take possession of and/or render paper counterpart shall be deemed a copy,except to the extent that a process has occurred
the Equipment (Including any software) unusable (and for such purposes You hereby by whicJh the electronic record of the chattel paper has been permanently destroyed or
authorize Us and Our designees to enter Your premises,with or without prior notice or other Identified as being the non-authoritative version and in tangible printed version produced that
process of law),and sag,lease or otherwise dispose of the Equipment on such terms and in Indlcatea that It Is the sole authoritative version,in which case such tangible version shall
such manner as We may In Our sole discretion determine,(D)require You to pay to Us,on constitute the'Original'for purposes of perfection.No security Interest in a document can
demand,liquidated damages in an amount equal to the sum of(i)all Payments and other be perfected by possession of any counterpart that Is not the'Original",if in tangible form,or
amounts then due and past duo under such Lease,(I)all remaining Payments for the by central of the'Authoritative Copy'If in electronic form.For purposes of removing doubt
remainder of the Term of such Lease discounted at a rate of 6%per annum,(Tit)the residual as to the Intention of this paragraph,any counterpart marked'Duplicate'or with any other
value of the Equipment estimated by Us at the Inception of such Leese(as shown In Our designation identifying It as not being the chattel paper original shall be deemed a copy and
books and records),discounted at a rate of 8%per annum.(iv)Interest on the amounts possession of such copy shall not perfect any security Interest claimed by the person In
specified In clauses'i,Tt'and'iG above from the date of demand to the date pale at the possession.You waive notice of Our acceptance of the document and receipt of a copy of
rate of 1.5%per month(or the maximum amount perm tted by law if less),and(v)all other the originally signed document. Notwithstanding anything herein to the contrary,if You sign
amounts that may thereafter become due under such Lease to the extent That We MI be or transmit any document to Us electronically,We reserve the right to require You to sign
obigated to collect and pay such amounts to a third party(such amounts specified In sub- any document manualy and to deliver to Us an original of such document containing Your
clauses'I'through Y'referred to below as the'Balance Due'),and/or(E)exercise any manual signature. Effective on the date that You enter Into this Agreement and each
other remedy available to Us under law. You also agree to reimburse Us on demand for all Schedule,You hereby represent and warrant to Us that(a)this Agreement and each such
reasonable expenses of enforcement(including,without limitation,reasonable attorneys' Schedule Is legally binding and enforceable against You In accordance with Its terms and
fees and other legal costs)and reasonable expenses of repossessing,holding,preparing for You acknowledge that this representation and warranty is a material inducement to Us to
disposition,and disposition(-Remarketing')of the Equipment,plus Interest al the rate in acquire the Equipment to be leased under this Agreement and each Schedule,and(b)You
sub-dause(Iv)on the foregoing amounts from the date of demand to the date paid. In the and any other person who You control, own a controlling Interest In, or who owns a
event We are successful In Remarketing the Equipment,We shall give Ycu a credit against controlling Interest In or otherwise controle You in any manner('Customer Representathns)
the Balance Due In an amount equal to the present value of the proceeds received and to are and wit remain In full compliance with all laws,regulations and government guidance
be received from Remarketing minus the above-mentioned costs(the'Net Proceeds"). If concerning foreign asset control, trade sanctions, embargoes, and the prevention and
the Net Proceeds era less than the Balance Due,You shall be liable for such deficiency. detection of money laundering,bribery,corruption,and terrorism,and neither You nor any
Any delay or failure to enforce Our rights hereunder shall not constitute a waiver thereof. Customer Representative Is or will be listed :n any Sancticns-related list of designated
The remedies set forth herein ern cumulative and may be exercised concurrently or persons maintained by the U.S.Department of Treasury's effort of Fore'gn Assets Control
separately. or successor or the U.S.Department of Stale.
12.RETURN OF EQUIPMENT. If You ere required to return the Equipment under any
Lease,You shall,at Your expense,send the Equipment to any locatlon(s)that We may Lessee has reviewe' a.r e.
designate and pay Us a handling fee of 9250.00. The Equipment must be properly pecked `
Lessee Initia•
I/6725638 v5(0820/18)MPG MLA 72017e Page 2 of 2
LEAF Capital Funding,LLC Phone 972 755 82001 LEAF
2330 Interstate 30 Fax (972)755 8210
Mesquite,TX 75150 WNW.leafnow.com
Exhibit A
Equipment Lease Schedule No. 1 t 4
22-
This Equipment Lease Schedule (this "Schedule")is made and entered Into as this day__V�Q •� (Date Required) by and
between LEAF Capital Funding,LLC(hereinafter'We,'"Us"or"Our)and City of Longwood(h 'or'Your). This Schedule
is entered into subject to that certain Master Lease Agreement No. ,dated on or about � between You and Us(the
"Master Agreement"). All of the terms and conditions set forth in the Master Agreement are hereby reaffirmed and incorporated In and made
part of this Schedule,as If fully set forth herein.In the event of a conflict between the terms of this Schedule and the terms of the Master
Agreement,the terms of this Schedule shall govern.The Master Agreement together with this Schedule constitute a Lease(as defined in the
Master Agreement) and represent the complete and exduslve agreement between You and Us regarding the leasing of the Equipment
identified below.Any amendment to the Master Agreement subsequent to the date of this Schedule shall be ineffective as to this Schedule
unless otherwise expressly staled in such amendment.
We hereby agree to lease to You,and You hereby agree to lease from Us,the following-described Equipment upon the terms and
conditions set forth In this Schedule and In the Master Agreement:
Description of Equipment—INCLUDE MAKE,MODEL AND SERIAL NUMBERS(ATTACH ADDITIONAL PAGE IF NECESSARY)
See attached Schedule A
Equipment Supplier. CDW
Equipment Location Address:205 S Milwee St,Longwood,FL 32750-4155
Initial Term: 62 Months,5 Annual payments,60 days deferred
Commencement Date of this Lease: (completed by Us following Our acceptance of this Schedule)
Payment':$119,963.52 ('Plus Applicable Taxes)
Payment Period: ❑ Month ❑ Quarter
® Year ❑ Other:
$0.00 Payment(s)is(are)due at the time this Schedule Is signed,which shall be applied to the:
0 First Lease Payment ❑ First and Last Lease Payments IN Other:Zero advance payments
Security Deposit:$
Documentation/Processing Fee:$95.00 Returned Check/Non-sufficient Funds Charge:$35.00
Purchase Option at end of Original Term: ❑ None 0 Fair Market Value as of end of Original Term
® One Dollar($1.00) ❑ Other.
The above equipment purchase options may be exercised by You g�ji y at the end of the Initial Term.If You are in default under the
Master Agreement or this Schedule at the time You desire to exercise a purchase option,You must cure such default to Our satisfaction
before having the right to exercise such option.
The scheduled payments Identified above reflect LEAF Capital Funding,LLC spread over Pike-teen Treasury constant maturities as of
July 15,2022(as referenced via the Federal Reserve website:hllp://wvnv.federaireserve.gov/releases/h15/updale/default.htm. Any
increase to current Treasury constant maturities prior to commencement shall cause the Scheduled Payments to be adjusted
accordingly. Scheduled Payments will be fixed upon the later of(I)the Acceptance Date,or(ii)the date LEAF Capital Funding,LLC
countersigns the documents and commences the transaction. Customer hereby agrees to sign en amendment reflecting such Increase
upon request by LEAF Capital Funding,LLC.
This Schedule Is non-cancelable and may not be terminated early.
LEAF Capital Funding,LLC You: City of Longwoori. of
•
By: X liferG1?X, By: x �Y`J�'yW�
Date: Name(Print): Clint Glotelll
Title: Acting OCi Manager ��
Date Signed:
07791553 v2(03/C2116)
LEAF Capital Funding,LLC Phone (972)755 8200 OLEAF
2330 Interstate 30 Fax (972)755 8210
Mesquite,TX 75150 www.leafnow.com
Schedule A
City of Longwood
Quantity Manufacturer Description
1 EMC VXRaiI 4 VMWare
1 EMC VXRail 4 VDI -A16
2 Cisco Cisco Nexus 93180YC-FX-switch-48 ports-managed-rack-
mountable
2 Cisco Cisco Data Center Network Manager for Nexus 9300-license-1
license
2 Cisco 100GBASE-CR4 Passive Copper Cable-direct attachcable
- 3.3ft
4 Cisco Cisco-SFP+transceiver module- 10 GigE
44 Cisco SFP+ Copper Twinax Cable-direct attach cable- 10 ft
10 Cisco Cisco- SFP+transceiver module- 100Mb LAN, GigE, 10 GigE
4 Cisco Meraki stacking cable- 1.6 ft
2 Cisco SMARTnet extended service agreement
2 CIS CCW SN CON-ECMU-N93LANK9
15 C2G 9ft Cat6 Ethernet Cable-Snagless Unshielded (UTP)-Blue
2 APC Smart-UPS SRT 10000VA Sinewave 6U Rackmount 208V
2 APC Smart-UPS SRT 192V 8kVA and 10kVA RM Battery Pack-
battery enclosure
2 APC Metered Rack PDU 2G OU Vertical, 30A, (36)C13 (6)
C19200 208V
2 APC Extended Warranty Service Pack-technical support-3years
2 APC Extended Warranty Service Pack-technical support-3years
2 APC Smart-UPS SRT 2200VA Sinewave 2U Rackmount 120V
2 APC UPS Network Management Card 3
2 APC 120 V 24 Outlet 9.8' Cord Power Distribution Unit
2 APC Extended Warranty Service Pack-technical support-3years
1 Statement of Work
Lessee: Cit of on o0
Signature:
Title: Acting City Manager
LEAF Capital Funding, LLC
(LEAF GOVERNMENT ADDENDUM
AGREEMENT#
Addendum to Agreement# ,between City of Longwood,as Customer and LEAF Capital Funding,LLC,as Lessor. The words
you and"your"refer to Customer. The words we,""us'and"our"refer to Lessor.
The parties wish to amend the above-referenced Agreement by adding the following language:
REPRESENTATIONS AND WARRANTIES OF CUSTOMER: You hereby represent and warrant to us that: (i)you have been
duly authorized under the Constitution and laws of the applicable jurisdiction and by a resolution or other authority of your
governing body to execute and deliver this Agreement and to carry out your obligations hereunder; (ii) all legal requirements
have been met, and procedures have been followed, including public bidding, in order to ensure the enforceability of this
Agreement; (iii)this Agreement is in compliance with all laws applicable to you,including any debt limitations or limitations on
interest rates or finance charges;(iv)the Equipment will be used by you only for essential governmental or proprietary functions
of you consistent with the scope of your authority,will not be used in a trade or business of any person or entity,by the federal
government or for any personal,family or household use,and your need for the Equipment is not expected to diminish during
the term of this Agreement;(v)you have funds available to pay Payments until the end of your current appropriation period,and
you intend to request funds to make Payments in each appropriation period, from now until the end of the term of this
Agreement;and(vi)your exact legal name is as set forth on page one of this Agreement.
NON-APPROPRIATION OR RENEWAL: If either sufficient funds are net appropriated to make Payments cr any other
amounts due under this Agreement or (to the extent required by applicable law) this Agreement is not renewed either
automatically or by mutual ratification, this Agreement shall terminate and you shall not be obligated to make Payments under
this Agreement beyond the then-current fiscal year for which funds have been appropriated. Upon such an event,you shall,no
later than the end of the fiscal year for which Payments have been appropriated or the term of this Agreement has been
renewed,deliver possession of the Equipment to us. If you fail to deliver possession of the Equipment to us,the termination
shall nevertheless be effective but you shall be responsible,to the extent permitted by law and legally available funds,for the
payment of damages in an amount equal to the portion of Payments thereafter coming due that is attributable to the number of
days after the termination during which you fail to deliver possession and for any other loss suffered by us as a result of your
failure to deliver possession as required. You shall notify us in writing within seven days after(i) your failure to appropriate
funds sufficient for the payment of the Payments or (ii) to the extent required by applicable law, (a) this Agreement is not
renewed or (b) this Agreement is renewed by you (in which event this Agreement shall be mutually ratified and renewed),
provided that your failure to give any such notice under clause (i) or(ii) of this sentence shall not operate to extend this
Agreement or result in any liability to you.
TITLE TO THE EQUIPMENT: If the selected purchase option for this Agreement is $1.00 or $101.00, unless otherwise
required by law, upon your acceptance of the Equipment,title to the Equipment shall be in your name, subject to our interest
under this Agreement.
The parties wish to amend the above-referenced Agreement by restating the following language:
Any provision in the Agreement stating this Agreement supersedes any invoice and/or purchase order is hereby amended and
restated as follows: "You agree that the terms and conditions contained in this Agreement, which, with the acceptance
certification,is the entire agreement between you and us regarding the Equipment and which supersedes any purchase order,
invoice,request for proposal,response or other related document."
Any provision in the Agreement stating that this Agreement shall automatically renew unless the Equipment is purchased,
returned or a notice requirement is satisfied is hereby amended and restated as follows: 'Unless the purchase option is S1.00
or$101.00,at the end of the initial term,this Agreement shall renew on a month-to-month basis under the same terms hereof
unless you send us written notice at least 30 days before the end of any term that you want to purchase or return the
Equipment,and you timely purchase or return the Equipment."
Any provision in the Agreement stating that we may assign this Agreement is hereby amended and restated as follows:"We
may sell,assign,or transfer this Agreement without notice to or consent from you,and you waive any right you may have to
such notice or consent.'
Any provision in the Agreement stating that you grant us a security interest in the Equipment to secure all amounts owed to us
under any agreement is hereby amended and restated as follows: "To the extent permitted by law, you grant us a security
10162 REV 11/17 Page 1 of 2
interest in the Equipment to secure all amounts you owe us under this Agreement and any supplements hereto. You authorize
and ratify our filing of any financing statement(s)and the naming of us on any vehicle litle(s)to show our interest."
Any provision in the Agreement stating that you shall Indemnify and hold us harmless is hereby amended and restated as
follows: "You shall not be required to indemnify or hold us harmless against liabilities arising from this Agreement. However,as
between you and us,and to the extent permitted by law and legally available funds,you are responsible for and shall bear the
risk of loss for, shall pay directly, and shall defend against any and all claims, liabilities, proceedings, actions, expenses,
damages or losses arising under or related to the Equipment,including, but not limited to,the possession,ownership, lease,
use or operation thereof, except that you shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings,
actions,expenses,damages or losses that arise directly from events occurring after you have surrendered possession of the
Equipment in accordance with the terms of this Agreement to us or that arise directly from our gross negligence or willful
misconduct."
Any provision in the Agreement stating that a default by you under any agreement with our affiliates or other lenders shall be an
event of default under the Agreement is hereby amended and restated as follows: "You will be in default if:(i)you do not pay
any Payment or other sum due to us under this Agreement when due or you fail to perform in accordance with the covenants,
terms and conditions of this Agreement;(ii)you make or have made any false statement or misrepresentation to us;or(iii)you
dissolve,liquidate,terminate your existence or are in bankruptcy."
Any provision in the Agreement stating that you shall pay our attorneys'fees is hereby amended and restated as follows: in
the event of any dispute or enforcement of rights under this Agreement or any related agreement, you agree to pay, to the
extent permitted by law and to the extent of legally available funds, our reasonable attorneys' fees (including any incurred
before or at trial, on appeal or in any other proceeding), actual court costs and any other collection costs, including any
collection agency fee.`
Any provision in the Agreement requiring you to pay amounts due under the Agreement upon the occurrence of a default,
failure to appropriate funds or failure to renew the Agreement is hereby amended to limit such requirement to the extent
permitted by law and legally available funds.
Any provision in the Agreement stating that the Agreement is governed by a particular state's laws and you consent to such
jurisdiction and venue is hereby amended and restated as follows: 'This Agreement will be governed by and construed in
accordance with the laws of the state where you are located. You consent to jurisdiction and venue of any state or federal court
in such state and waive the defense of inconvenient forum"
By signing this Addendum,Customer acknowledges the above changes to the Agreement and authorizes Lessor to make such
changes. In the event of any conflict between this Addendum and the Agreement,this Addendum shall prevail. In all other
respects,the terms and conditions of the Agreement remain in full force and effect and remain binding on Customer.
LEAF Capital Funding,LLC City of Longwood
Lessor Customer 10
t. Cox x
Signatuke Signature
Senior Docs Specialist Acting City Manager Qg l v I t 22"
Title Date Title Date
NOTE: CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT,UNLESS SPECIFICALLY STATED OTHERWISE,
10162 REV 11/17 Page 2 of 2
FISHBACK + DOMINICK
ATTORNEYS AND COUNSELORS AT LAW
1947 LEE ROAD
WINTER PARR, FLORIDA 13 278 9-1804 ••
O. BEN FIBHBACK U1393-19(33)
JULIAN K. DOMINICK(19242003)
MARK F. AHLERS TEL (407) 262-B400
•A. KURT ARDAMAN FAX(407)790.463e
JOHN F. BENNETT WWW.FIS Li BACKLAW.COM
•J.GIFFIN CIIUMLEY
•RICHARD B.GELLER
•FLORIDA BAR BOARD CERTIFIED IN CITY, •
PAUL"JJ"JOHNSON.JR. COUNTY AND LOCAL GOVERNMENT LAW
ERIC B. JONTZ
JEFFRY R.JONTZ
•DANIEL W. LANGLEY
ANDREW W. MAI
BRANDON E. POWNALL August 9,2022
CHARLES R. STEPTER.JR.
MICHAEL D.TEMPKINS
LEAF Capital Funding,LLC,
City of Longwood
RE: Master Lease Agreement between City of Longwood and LEAF Capital Funding,LLC
Ladies and Gentlemen:
I have acted as counsel to the City of Longwood ("Lessee") in connection with the Master Lease
Agreement as amended by the Government Addendum to Lease and Equipment Lease Schedule
No. 1 (collectively,the"Lease Agreement")between LEAF Capital Funding,LLC(the"Lessor")
and Lessee. I have examined the law and such certified proceedings and other papers as I deemed
necessary to render this opinion.
Based upon the foregoing,I am of the opinion that,under existing Florida law:
1, Lessee is a Florida municipal corporation, duly organized and existing under the laws of
the State of Florida. Lessee has one or more of the following sovereign powers subject to
the limitations set forth in Florida Constitution, general law, common law and the City of
Longwood City Charter: (a)the power to tax ad valorem taxes, (b) the power of eminent
domain,and(c)the police power.
2. Lessee has all requisite power and authority to enter into the Lease Agreement and to
perform its obligations thereunder.
3. All proceedings of Lessee and its governing body relating to the authorization and approval
of the Agreement, the execution thereof and the transactions contemplated thereby have
been conducted in accordance with all applicable open meeting laws and all other
application state laws and the City Charter.
4. When the Lease Agreement has been duly executed and delivered by the Lessee, it will
constitute a legal, valid and binding obligation of Lessee, enforceable against Lessee in
accordance with the terms thereof, except insofar as the enforcement thereof may be
limited by any applicable bankruptcy, insolvency, moratorium, reorganization, or other
FISHBACIC DOMINICK LLP
laws of equitable principles of general application,or of application to municipalities such
as the Lessee, affecting remedies or creditors' rights generally, and to the exercise of
judicial discretion in appropriate cases.
5. As of the date hereof,based on such inquiry and investigation as I have deemed sufficient,
no litigation is pending,or to my knowledge threatened,against the Lessee in any court(a)
seeking to restrain or enjoin the delivery of the Lease Agreement; (b) questioning the
authority of the Lessee to execute the Agreement, or the validity of the Agreement; (c)
questioning the constitutionality of any statute, or the validity of any proceedings,
authorizing the execution of the Agreement; or (d) affecting the provisions made for the
payment of or security in the Agreement.
I render no opinion concerning the determination of taxability of the Lease Agreement or
rental payments. I render no opinion on the Federal and State of Florida tax-exempt status of the
interest income, documentary taxes and intangible taxes arising from the Lease and this
transaction. I have assumed that the Lease Agreement submitted to me is to be properly executed
in its current form without changes. My opinion set forth in this letter is limited to the law of the
State of Florida and I express no opinion with respect to the laws of any other state or jurisdiction.
My opinions set forth in this letter are based upon the facts in existence and laws in effect on the
date hereof and I expressly disclaim any obligation to update my opinions herein, regardless of
whether changes in such facts or laws come to my attention after the delivery hereof. I have relied
upon various representations from the Lessee and its officials,employees and agents in rendering
my opinion.
This opinion may be relied upon by the addressee hereof and its successors and assignees of
interests in the Lease Agreement, but only with regard to matters specifically set forth herein. This
opinion may not be relied upon in any manner by any other entity or person without the
undersigned's prior written consent.
Daniel W.Langley
City Attorney
DWG
STATEMENT OF WORK
City of Longwood Datacenter Refresh- Seller Representative:
Project Name: Computer/Switching/Collaboration Bart Heckman
Customer Name: City of Longwood +1 (312)705-9572
CDW Affiliate: CDW Government LLC barthec@cdwg.com
Solution Architect:
Date: July 18,2022 Jenn Serrano
John Studer
Drafted By
This statement of work("Statement of Work"or"SOW')is made and entered into on the last date that this SOW is fully
executed as set forth below("SOW Effective Date")by and between the undersigned,CDW Government LLC("Provider,"
and"Seller,")and City of Longwood("Customer,"and"Client,").
This SOW shall be governed by that certain City of Mesa Agreement Number 2018011 Information Technology Solutions&
Services between CDW Government LLC and City of Mesa,Arizona,administered by National IPA,effective March 1,
2018(the"Agreement").If there is a conflict between this SOW and the Agreement,then the Agreement will control,except
as expressly amended in this SOW by specific reference to the Agreement.
PROJECT SCOPE
INFRASTRUCTURE REFRESH SERVICES SUMMARY
SELLER WILL PERFORM THE FOLLOWING DATA CENTER UPGRADE SERVICES UNDER THIS STATEMENT OF WORK:
• Comprehensive Design and planning Phase
o Create detailed project plan for all phases of project
• Un-rack existing equipment,re-cable next to existing rack
• Network Infrastructure Implementation of(2)Nexus N9K-C93I80YC-FX switches
o Rack and configure new switching,connect to existing environment.
o Move cabling for equipment being retained
• Installation and configuration of(2)Dell EMC VxRail Clusters
o Configure VxRail clusters to be ready for VMWare Migration
• Data Migration from existing Cisco I-IX VMWare environment to new VxRail platform
UNRACKING PHASE
• Seller will unrack existing gear:
o Cisco Nexus 5548 x2
o Cisco Fabric Interconnect 6XXX x2
o Cisco C240 Servers x7
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• Seller will re-cable above hardware
NETWORKING PHASE
Seller will implement and configure the hardware and software for the Network Infrastructure solution at the Longwood DC
location. Subject to the other provisions of this SOW,Seller will perform the following services:
PLANNING AND DISCOVERY
The planning phase will consist of the following:
• Project Kickoff—The project team will be chartered,and staff will be assigned to project roles.The team will meet
to discuss/revise the project scope and assumptions and finalize any logistical details such as security clearance and
wiring closet access.
• Discovery—The project team will perform a review of IDFs,MDFs,computer rooms,data centers and wiring
closets for power,rack space,UPS and fiber as needed per the discovery and design phases of the project.
• Requirements Gathering—The project team will conduct interviews with selected Customer staff to understand and
document feature and function requirements.
The Planning and Discovery phase will be critical in determining the actual duration and overall cost of this project.The
involvement of Customer staff in all phases will be necessary to ensure the success of this project.This Statement of Work is
subject to revision pending the discovery portion of the engagement.
DESIGN
The Design phase is a critical step in the project.During the Design Phase,Seller staff will document and review how the
resulting system will be built and configured.Iterative review and validation of requirements by Customer staff is critical to
the success of the project.Once the design is complete,any changes to the design shall be considered out of scope.Key
activities that will be completed in this phase include:
• Analysis—The project team will review information gathered during Discovery,the new hardware configurations and
review industry-leading practices to develop baseline design information.
• Document Design—Seller staff will lead an effort to develop a final design to Customer. This will include Seller
recommendations for changes to existing network infrastructure.
• Configuration Development—Configuration templates for each type of hardware device will be developed from the
finalized design.These templates will be used to facilitate the deployment of the network infrastructure.
• Design Review—The design principles will be documented, and a final design review will be conducted with all
technical stakeholders.
IMPLEMENTATION AND TESTING
During the Implementation and Testing phase,Seller staff will stage,build,configure and test the following equipment per
the design and the bill of materials for this project:
Quantity Device Type Location
2 N9K-C93 1 AOYC-FX DC
As part of the switch/router implementation,Seller will configure,stage,place,and test the hardware listed above based on
the following parameters as agreed upon by the design phase of the project:
• Configure Spanning Tree Protocol(STP)
• Configure VLANs
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SOW 59976
• Configure Switched Virtual Interfaces(SVI)
• Configure Quality of Service(QoS)
• Configure First Hop Redundancy(FHR)
• Configure Physical or Virtual Switch Stacking
• Configure Link Aggregation Group(LAG)
• Configure Virtual Route Forwarding(VRF)
• Configure Flow Export(Netflow/IPFIX)
• Configure Simple Network Management Protocol(SNMP)
• Configure applicable physical network interfaces
• Configure applicable network addressing
• Configure secure access to devices
• Configure network management parameters
• Other configuration parameters as necessitated by the environment.
The project team will execute a defined test plan to verify implementation and configuration of the hardware and software,to
test specific functionality,and to document the system configuration before turning the system over to Customer. The testing
phase will consist of the below items:
• Test Plan Creation-The project team will develop a mutually agreed upon test plan for the new hardware
configurations to create baseline testing information.
o Test Plan will include items such as IP reachability tests,configuration verification,and hardware failure
scenarios directly related to equipment implemented in this project.
• Baseline Testing—Customer will create a baseline test,using created test plan,to ensure proper operation prior to
integration and cutover.
• Test Plan Execution—After integration and cutover,the project team will execute the test for the new hardware
configurations and review the Test Plan results with the Customer technical staff.
INTEGRATION
In the integration phase the"new"network(all new Cisco devices implemented through the standard implementation
process)will be connected to the existing infrastructure.When the integration of the two networks is complete,the migration
of clients,servers,and printers can begin.The integration phase will consist of the following sub-phases:
• Integration Planning—The project team will plan for the integration of the new network to both the main campus
LAN and the WAN.The planning process will address physical connectivity,routing,bridging and addressing issues.
As part of the planning process, an integration plan, a testing plan, and a backout plan will be developed, and
communicated through the Customer location's change management process.
• Integration Cutover—Seller and Customer technical staff will complete the integration of the two networks according
to the plan developed in the integration planning phase.
VXRAIL PHASE
• Seller engineer will provide onsite consulting services for EMC VxRail Implementation services of two VxRail
clusters consisting five(5)appliances each.
• Performs the pre-site installation checklist with Customer team
o Confirms network and connected switch settings
o Conducts a site readiness assessment for project
o Completes the VxRail pre-installation site checklist
o Racks,cables,and power testing of EMC VxRail solution
4
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SOW 59976
A
• Configures and initializes the appliance
o Validation of
• IP,DNS,NTP,VSAN,vMotion settings
• Confirm vCenter integration
• Validate dashboard and health of appliance,nodes,and sub-components
• Create luns as appropriate for data migration and Horizon install
• Configures EMC Secure Remote Services(ESRS)for the appliance
o Access EMC Support
o Validate SR request from VxRail Manager
o Show ESRS monitoring
o Conducts a brief functional overview on essential VxRail Appliance administrative tasks
o Demonstrate or deploy VMs on the VxRail appliance infrastructure
• Create VMs on vCenter and VxRail
o Provide documentation and best practices guidance
o Conduct functional overview on essential VxRail Appliance administrative tasks
o Complete Test Plan
• Work with Customer to validate the following
• Login Process
• VxRail Manager walkthrough
o Shut down/startup of cluster
• Creating VM
• VxRail Manager
Data Migration Phase
Customer is requesting assistance to migrate approximately 22.5 TB of Data from an existing HX 240C solution("Source")
to a new VxRail storage solution("Target"). Seller will 40design and migrate data on specific hosts from stated sources(s)to
specific target(s)according to the scope boundaries set forth below:including Data Gathering,Assessment,Planning,Design,
Implementation and Migration data validation.This process will be based upon mutually agreed upon downtime
requirements,planned in advance by both the Seller and Customer.Seller will perform migration.
SOURCE ENVIRONMENT
• Qty.(1)Cisco 1-DC240C clusterw/3 HX240C Hosts
o Approx.22.5TBs,40VMs
TARGET ENVIRONMENT
• QTY(1)new VxRail Clusters
c Approx.22.5TBs,40VMs
DATA MIGRATION
Typically,migrations follow these phases:
• Discovery&Assessment
• Planning&Design
• Preparation
• Pilot
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• Data Migration
• Validation
DISCOVERY AND ASSESSMENT PHASE
• Seller will assist with a physical and logical inventory of the Customer storage environment and supporting network
hardware,and will gather information regarding the data type,size,and environment.
• Customer will complete a data assessment questionnaire provided by the Seller.
• Seller will review the questionnaire and communicate with the Customer as needed for additional or follow up
information.
• Seller will run a data gathering and validation tool on Customer network(remote)in order to collect,analyze and
validate Customer data is in line with project information.
• Seller will work with the Customer if any needed outages are identified to ensure minimal impact to the Customer
business operations as well as to ensure correct collection of data.
• Seller will complete the analysis of existing host data collected and document any required changes to
hardware/software/firmware and provide the list to the Customer.
PLANNING AND DESIGN PHASE
• Upon completion of the discovery and assessment phase,Seller will create a data migration strategy based on
Customer specific needs.The Seller and Customer will review the findings and recommendations.
• A migration plan will be submitted to Customer for approval before proceeding.
• Once the migration plan has been accepted then the Seller will create a pilot and validation plan.The purpose of this
plan is to test in a controlled pilot group the migration strategy.
• Validate the migration environment to ensure the appropriate assets will be migrated and meet Seller's
interoperability requirements.
• Correlate storage environment information and plan for the migration solution.
• Create documentation of the proposed architecture in the Configuration Guide.
• Work with Customer to develop post migration cutover plan.
• Determine the engagement process and schedule.
• Determine Downtime windows.
• Determine Customer Change Control.
PREPARATION PHASE
• Validate that the relevant equipment is on-site at the appropriate location with power and cable requirements met
• Confirm with the Customer the installation,cabling,and connectivity to system cabinets are in accordance with the
solution design
• Verification of the network,server,or storage configuration changes
• Installation and setup of the migration tool(s)
• Confirm Customer has completed a full backup of all data from source systems
PILOT PHASE
• Development of the Data Migration Validation Plan with the Customer
• Seller will perform a test migration with data subset
• Review Pilot results upon successfully completion
• Modify migration plan and conduct second pilot if required
DATA MIGRATION PHASE
• Migration of the data in scope of this SOW
• Upon determination of migration plan and technique,specific implementation plans will be generated and executed.
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VALIDATION PHASE
• Review Data Validation plan with Customer
• Validate migrated data attributes
• Validate target system configuration
• Verify I/O is suspended and confirm with Customer that data removal from system is complete
• Seller will perform post-migration clean up,including removal of any zoning,device mappings,port connections,
and migration software or storage configuration settings that are no longer required in the new environment. No
changes will be performed on existing infrastructure(Nexus,FIs,HX environment)
• Remove migration appliances as needed
• Provide appropriate Knowledge Transfer and target system Overview as applicable
MIGRATION ASSUMPTIONS
In addition to any other assumptions described in this SOW,Seller assumes the following:
1. The scope and objectives of this project will be jointly managed by you and Seller to better ensure completion of the
project within the anticipated schedule.
2. If you require Seller to assist with additional tasks that fall outside of this SOW additional charges may be incurred
and will require Customer sign-off before additional tasks can be completed.
3. Services not specified in this SOW are considered out-of-scope and will be addressed with a separate SOW or
Change Order.
4. Customer must provide valid licenses for all operating systems.
5. Customer will provide either a Project Manager or other consistent and knowledgeable resource familiar with the
Customer environment,processes and procedures in order to facilitate the timely execution of the tasks Seller is
expected to complete as part of this SOW.
6. The scope and objectives of this project will be jointly managed by you and Seller to better ensure completion of the
project within the anticipated schedule.
7. You and Seller will follow Seller's Project Management Methodology for this project.Seller's Project Management
Methodology is as follows:Customer will work with Seller to define roles and responsibilities,develop project and
test plans,identify risks,maintain change management procedures and ensure management of open issues.
8. If you require Seller to assist with additional tasks that fall outside of this SOW additional charges may be incurred
and will require Customer sign-off before additional tasks can be completed.
9. All discovery Services are best effort and are dependent on the network being fully functional.
10. Customer has knowledge about current environment,storage area network,networking infrastructure.
11. Customer resources committed to the engagement will be made available throughout the engagement.
12. Customer has acquired all necessary hardware and software required to fulfill this project.Delays in hardware and
software delivery may increase costs or change the project timeline.
13. Project management tasks will be performed remotely.
14. Seller will not be liable for any loss,corruption,or any other damage to data or software involved in this project.
15. The number of VMs moved depends on migration window time and will be agreed upon by customer and seller
prior to migration.
16. Customer and Seller agree that the total number of"servers"(VM's)involved in the migration is up to 40.
17. Any change in the number of servers to be migrated will require a Project Change Request to the original SOW
approved by both Seller and Customer and may require Seller to modify the number of servers migrated,per session
accordingly.
18. Additional licensing cost may be applied depending on the agreed upon migration strategy.Customer will be
responsible for any additional costs.
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CUTOVER AND"FIRST DAY OF SERVICE"
Once the system implementation activities as defined in the previous sections are complete,production cut-over to the new
system will take place and Seller will monitor the production system,track,and resolve incidents for 1 day after project
completion and acceptance.Any first day issues that occur during individual phases will be addressed as they occur. Once
the new system is in production and first day issues have been resolved,Customer will move into a Support Phase.
POST-CUTOVER SUPPORT AND PROJECT CLOSE
Seller will transition your support documentation to either a Seller Day Two Support Team or your System Administration
staff.Customer will decide on Day Two Support options provided by your Seller contact.If Day Two Support is not selected
and problems arise,Seller will be available for additional consultation on a time-and-materials basis.
If a Seller Support Contract is chosen,a transition meeting will take place with that Support Team.
CUSTOMER RESPONSIBILITIES
Customer is responsible for the following:
Planning and Discovery
1. Provide the IP addressing and subnet mask plan for the proposed solution.
2. Mutually schedule with Seller the site review with each Customer site contact.
3. Provide current network diagrams listing existing size, capacity, utilization, and data traffic requirements for all
current network facilities,as customer is able.
4. Confirmation of the completeness and accuracy of the information provided to Seller during the network review
process. All designs that need to be made as a result of incomplete or inaccurate network review information may
result in changes to the project fees.
5. Complete VxRail Pre-Installation Site Checklist provided by seller.
6. Provide qualified personnel who will perform Customer's obligations under this SOE, make timely decisions
necessary to move performance of the Services forward,participate in this project to the extent reasonably requested
by Seller and reasonably assist Seller with its performance of the Services
7. Provide Seller's personnel with appropriate levels of access and privilege to systems and information necessary for
Seller's performance of the Services
8. Limiting access to Customer's network and/or facilities only as needed to perform the Services
9. Make any final decisions regarding, and take responsibility for the implementation of any recommendations or
potential solutions provided by Seller under this SOW
10. When services are performed at your location,you will provide adequate,co-located workspace for the engagement
personnel(both Sellers' personnel and your personnel)with appropriate system access.Seller recommends keeping
these personnel separate from support teams and those performing daily operations.
11. Acquired all necessary hardware and software required to complete this project.
12. Provide Seller all appropriate media,licensing,and software keys.
13. Provide network connectivity,including cabling,Internet access and voice access for local and long-distance calls.
14. Must perform a full back-up prior to Seller arriving to perform the service requested.Seller is neither liable nor
responsible for the loss,back-up,or restore of any Customer data.
15. Grant or facilitate authorized Seller project delivery personnel the timely access to all related Customer equipment,
systems,device and system consoles,(restricted access or otherwise secured location)that Seller would require in
order to execute the Services set forth in this SOW.
16. Current LAN,WAN,Network Storage or related Systems documentation, including any relevant drawings,
diagrams,layouts and schematics to the Customer Environment either included or affected by the tasks set forth in
this SOW,and as requested by Seller.
17. Inventory of Storage devices,physical and virtual to include SAN,NAS and Disk Arrays or as otherwise required
by Seller.
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18. All post-migration activities(i.e.reconfiguring replication and backups)
Design
1. Ensure attendance of appropriate personnel for Design Review meetings who have authorization to approve design.
Implementation and Testing
1. Receive equipment,inventory,record serial numbers and apply asset tags.
2. Procure and provide the LAN and WAN equipment listed in the provided Bill of Materials.
3. Provide a staging room with adequate table space, power,grounding, and network infrastructure to allow Seller to
stage and configure the equipment.
4. Provide space needed to configure and implement gear.
5. Provide appropriate power feeds to all equipment from either multiple UPS systems or separate electrical circuits
within six feet of the switch.
6. Provide Seller access or personnel with access to all locations that require switches to be implemented in a timely
manner.
7. Customer to assist seller in racking equipment if equipment is to large for seller engineering to safely do so alone.
8. Provide the proper equipment and personnel to operate and help implement the switches in a safe manner.
9. Provide shipping addresses for each site along with contact names for shipment to Customer's specified locations,if
required.
10. Participate in the development and execution of a comprehensive,functional(acceptance)test plan,which will be the
basis for Customer's acceptance of the system.
11. Requesting appropriate,internal change control procedures.
12. Staff will be on site and available during the implementation cut-over,migration and testing.
SELLER RESPONSIBILITIES
Seller is responsible for the following:
Planning and Discovery
1. Mutually schedule the site review with your site contact.
2. Conduct site review(s)for all proposed locations.
3. Evaluate and validate collected site review information with you.
4. Evaluate site review findings and existing network diagram(s), then develop and provide the site readiness
recommendations to you.
• 5. Provide network design review recommendations to ensure all items have been properly addressed and the network
has been designed appropriately.
6. Work with you to understand that sufficient network capacity exists in your provided network design and based on
your stated performance objectives along with traffic volumes.
Design
1. Work with Customer to understand the environment and to validate the new networking hardware.
2. Review the proposed infrastructure design with Customer.
3. Provide recommendations for changes to existing network infrastructure based upon design requirements and
information collected during Discovery.
Implementation and Testing
1. Configure implementation-specific switches and routers.
2. Configure system components per agreed upon design and Seller best practice.
3. Execute tests per test plan for system components within the scope of the project.
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PROJECT ASSUMPTIONS
HARDWARE AND SOFTWARE
1. All WAN and PSTN circuits will be terminated,provisioned,and functioning properly.
2. Cabling will be functioning and terminated.
PREPARATION
1. The current network must function properly(no adverse conditions)prior to the implementation of new equipment.
INTEGRATION/MIGRATION
1. Integration cutover work will be performed during off hours to avoid any unforeseen disruption of service.
2. The new network will be designed and implemented in parallel to the existing network. After the parallel
implementation is complete,or nearly complete,the integration of the two networks will occur.
3. Any test conditions that fail and have a related Cisco TAC case will not constitute failure of the test.
ACCEPTANCE AND CHANGES
1. All design changes will be required to be signed off on by the Seller senior engineer and the Customer project manager.
Changes that are requested following the design freeze may affect project fees.Any changes that are requested to be
made by Seller after the completion of the design freeze will be billed on a time-and-material basis.
2. All delays and extension of outage periods due to faulty hardware or software problems as a result of hardware or
software not being covered by a manufacturer support contract will be billable on a time-and-material basis.
3. Acceptance for data migration: Completion of date migration outlined above.
SUPPORT
1. Seller will provide services only on Cisco's generally available release hardware and software products.If any beta or
controlled-introduction releases are introduced into the project,Seller reserves the right to present a Change Order.
2. If software and/or hardware bugs(defined as Cisco TAC cases that are not resolved within 24 hours)are identified by
Seller to be manufacturer-related issues,the Seller team may temporarily disengage until the manufacturer is able to
resolve the bug.
OUT OF SCOPE
1. Removal of Packing Materials.
2. WAN Circuit Issue Remediation and Troubleshooting.
3. Copper and Fiber Cabling Remediation and Troubleshooting.
4. Remediation and Troubleshooting of issues not related to implemented equipment.
5. Removal of Electronic waste(This can be done via separate service fee)
6. Seller performing migration beyond that defined in scope.
7. Migration of any server not within the defined SOW.
8. Any LUN consolidation.
9. Application verification—Customer is required to verify data/application integrity.
10. Third-party backup products are out-of-scope of this engagement.
ENGAGEMENT PLANNING & MANAGEMENT
These tasks will ensure that project completion meets all requirements outlined in the scope of services.It includes the
following activities:
• Internal Project Technical Planning
o Solution and Technical Architecture Review and planning
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o Clearly define project scope,objectives,risks and approach
o Develop a Work Breakdown Structure and Develop a Project Plan
o Develop Communication and Escalation Plan
o Identify project resources,roles,and responsibilities
o Confirm site readiness and documentation
• External Project Meeting
o Introduce key participants,stakeholders and project teams
o Verify hardware delivery and specifications
o Solution,requirements and logistics Review
o Review and approve project plan
• Project Management
o Task and resource scheduling and assignment
o Administration,Financial and Team management
o Escalation and communication management
o Change control and management
o Status meetings and reporting
c Project Closeout
Services not specified in this SOW are considered out of scope and will be addressed with a separate SOW or Change Order.
I1'FM(S) PROVIDED TO CUSTOMER
Table I—Item(s)Provided to Customer
Item Description Format
Network Design Description of the approved design PDF
Document
Network Diagram Visual depiction of the approved design PDF
Network Test Plan Description of the test plan and success criteria PDF
VxRail Pre-installation Pre-installation checklist for the project PDF
Site Checklist
Storage Design Workbook Design variable documentation PDF
VxRail Administration Vendor Procedural documentation PDF
Documentation
Data Migration Workbook The plan that will document the necessary steps and PDF
procedures that will be performed by both parties
(Seller and Customer)to ensure the successful
migration of the Customer's data.Visual depiction of
the current data and storage environment.
Project Plan Project plan showing timelines and milestones PDF
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GENERAL RESPONSIBILITIES AND ASSUMPTIONS
• Customer is responsible for providing all access that is reasonably necessary to assist and accommodate Seller's
performance of the Services.
• Customer will provide in advance and in writing,and Seller will follow,all applicable Customer's facility's safety
and security rules and procedures.
• Customer is responsible for security at all Customer-Designated Locations;Seller is not responsible for lost or stolen
equipment,other than solely as a result of Seller's gross negligence and willful misconduct.
• This SOW can be terminated by either party without cause upon at least fourteen(14)days'advance written notice.
PROJECT MANAGEMENT
Seller will assign a project management resource to perform the following activities during the project:
1. Kickoff Meeting
o Coordinate and facilitate kickoff meeting
o Review SOW including project objectives,schedule,and logistics
o Identify and confirm project participants
o Discuss project prerequisites
o Create and distribute escalation and contact lists
2. Project Schedule or Plan
o Create a project plan that details the schedule and resources assigned to the project.The schedule should
align with the estimated project duration as established in the Project Scheduling section.
o Monitor project scope and expectations
o Identify and manage project risks
o Monitor the status and progress of the project and the quality of items provided
o Communicate at regular intervals as agreed upon
o Ensure project timelines,dependencies,budgets,and closure are met within the project lifecycle
3. Status Meetings and Reports
o Status meetings will be conducted on a regular cadence schedule to proactively identify any issues that may
arise in order to mitigate risk
o Scheduling will be based on agreement with stakeholders,the estimated project duration,and budget
available
o Seller and Customer will discuss action items,tasks completed,tasks outstanding,risks,issues,key
decisions,and conduct a budget review
o The project management resource will document and distribute meeting notes and/or action items for all
meetings,and will act as the main POC to Customer,if requested
4. Change Management
o When a change to a project occurs,the Seller's project change control process will be utilized
o The project management resource will facilitate any necessary change order(s)and administrative task(s)as
necessary
5. Project Closure
o Once verbal scope completion is confirmed,a written Project Closure Acceptance will be provided for
client to formally acknowledge
o If desired,the project team will meet to recap,answer any questions,and address project transition
activities and next steps
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CONTACT PERSONS
Each Party will appoint a person to act as that Party's point of contact("Contact Person")as the time for performance nears
and will communicate that person's name and information to the other Party's Contact Person.
Customer Contact Person is authorized to approve materials and Services provided by Seller,and Seller may rely on the
decisions and approvals made by the Customer Contact Person(except that Seller understands that Customer may require a
different person to sign any Change Orders amending this SOW).The Customer Contact Person will manage all
communications with Seller,and when Services are performed at a Customer-Designated Location,the Customer Contact
Person will be present or available.The Parties'Contact Persons shall be authorized to approve changes in personnel and
associated rates for Services under this SOW.
CHANGE MANAGEMENT
This SOW may be modified or amended only in a writing signed by both Customer and Seller,generally in the form provided
by Seller("Change Order").Services not specified in this SOW are considered out of scope and will be addressed with a
separate SOW or Change Order.
In the event of a conflict between the terms and conditions set forth in a fully executed Change Order and those set forth in
this SOW or a prior fully executed Change Order,the terms and conditions of the most recent fully executed Change Order
shall prevail.
PROJECT SCHEDULING
Customer and Seller,who will jointly manage this project,will together develop timelines for an anticipated schedule
("Anticipated Schedule")based on Seller's project management methodology.Any dates,deadlines,timelines or schedules
contained in the Anticipated Schedule,in this SOW or otherwise,are estimates only,and the Parties will not rely on them for
purposes other than initial planning.
The following scheduling scenarios that trigger delays and durations to extend beyond what's been planned may require a
Change Order:
• Site preparation,such as power,cabling,physical access,system access,hardware/software issues,etc.must be
completed in a timely manner.
• Project tasks delegated to Customer PMs/Engineers/Techs/ManagementlResources must be completed in a timely
manner. For example,in the event a project's prioritization is demoted,and Customer resources are reallocated
causing the project's schedule to extend on account of experiencing interruptions to its momentum
requiring complete stop(s)and start(s).
• External projects/dependencies that may have significant impact on the timeline,schedule and deliverables. It is
Seller's assumption that every reasonable attempt will be made to mitigate such situations.
TOTAL FEES
The total fees due and payable under this SOW("Total Fees")include both fees for Seller's performance of work("Services
Fees")and any other related costs and fees specified in the Expenses section("Expenses").
Seller will invoice for Total Fees.Customer will pay invoices containing amounts authorized by this SOW in accordance
with the terms of the Agreement.Unless otherwise specified,taxes will be invoiced but are not included in any numbers or
calculations provided herein.The pricing included in this SOW expires and will be of no force or effect unless it is signed by
Customer and Seller within thirty(30)days from the Date list on the SOW,except as otherwise agreed by Seller.Any
objections to an invoice must be communicated to the Seller Contact Person within fifteen(15)days after receipt of the
invoice.
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SERVICES FEES
Services Fees hereunder are FIXED FEES,meaning that the amount invoiced for the Services will be$64,105.00.
The invoiced amount of Services Fees will equal the amount of fees applicable to each completed project milestone(see
Table below).
Table—Services Fees
Milestone Percentage Fee
Completion of Work-Network 27% $17,160.00
Completion of Work-VxRail 55% $35,410.00
Completion of Work-Data Migration 18% $11,535.00
Totals 100% $64,105.00
EXPENSES
Neither travel time nor direct expenses will be billed for this project.
TRAVEL NOTICE
Upon execution of this SOW,travel will be scheduled to occur no less than two(2)weeks after the date of Customer's
request for travel.Should Customer request that travel be expedited,Customer will be billed for any additional travel and
expense costs that apply.
CUSTOMER-DESIGNATED LOCATIONS
Seller will provide Services benefiting the locations specified on the attached Exhibit("Customer-Designated Locations").
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SIGNATURES
In acknowledgement that the parties below have read and understood this Statement of Work and agree to be bound by it,
each party has caused this Statement of Work to be signed and transferred by its respective authorized representative.
This SOW and any Change Order may be signed in separate counterparts,each of which shall be deemed an original and all
of which together will be deemed to be one original.Electronic signatures on this SOW or on any Change Order(or copies of
signatures sent via electronic means)are the equivalent of handwritten signatures.
CDW Government LLC City of Longwood
By: SCAt. 44, By:
Name: Services Contracts Manager Name: Clint Gioielli
Title: Services Contract Manager Title: City Manager
Date: 8/5/2022 Date: 8/8/2022
Mailing Address: Mailing Address:
200 N.Milwaukee Ave. 175 W WARREN AVENUE,ACCTS PAYABLE
Vernon Hills,IL 60061 LONGWOOD,FL 32750-4107
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EXHIBIT A
CUSTOMER-DESIGNATED LOCATIONS
Seller will provide Services benefiting the following locations("Customer-Designated Locations").
Location(s) Address
City of Longwood Primary 155 West Warren Ave,Longwood,FL 32750
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