10004 - MARICOPA COUNTY LEASE CONTRACT - JP MORGAN CHASE 01-13-16.PDF

11A,STER PERSONAL PROPERTY LEASE
FINANCINGTMULTI-TERM CONTRACT
This MASTER PERSONAL PROPERTY LEASE FINANCING/MULT1-TERM CONTRACT (the
"Agreement") is dated this 13 th day of January, 2016 and made by and between JPMorgan Chase Bank, N.A.,
as LESSOR, and MARICOPA COUNTY, a political subdivision of the State of Arizona, as LESSEE,
pursuant to A.R.S. Section 11-25 let seq., the Maricopa County Procurement Code and Maricopa County Contract
10004-S.
W1TNESSETH:
WHEREAS, Lessee desires to lease, purchase and acquire from Lessor certain Property described in
each Schedule (as each such term is defined herein), subject to the terms and conditions of and for
the purposes set forth in each Lease;
WHEREAS, the relationship between the parties shall be a continuing one and items of equipment
and other personal property may be financed pursuant to one or more Leases entered into from
time to time in accordance with this Agreement by execution and delivery of additional Schedules
by the parties hereto, subject to the terms and conditions provided herein; and,
WHEREAS, Lessee is authorized under the constitution and laws of the State to enter into this
Agreement and each Schedule for the purposes set forth herein and therein;
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged,
and in consideration of the premises hereinafter contained, the parties hereby agree as follows:
A. DEFINITIONS:
I. "MC" means the Maricopa County Procurement Code.
2. ''A.R.S." means Arizona Revised Statutes.
"Agreement" means this Master Personal Property Lease Financing/Multi-Term Contract, including
the Exhibits hereto, together with any amendments and modifications to the Agreement.
4. "Acceptance D ate" means, for each Lease, the date when the Property is fully installed and
operating to the satisfaction of LESSEE, and LESSEE has signed the Acceptance Certificate.
5. "Acquisition Period" means, with respect to each Lease for which an Escrow Account is
established, that period identified in the related Schedule during which the Lease Proceeds attributable
to such Lease may be expended on costs to acquire and install the Property pursuant to the related
Escrow Agreement.
6. "Commencement Date" means, for each Lease, the date when Lessee's obligation to pay rent
commences under such Lease. w-hich date shall be the earlier of (a) the date on which the Property
listed in such Lease is accepted by Lessee. or (b) the date on which sufficient moneys to acquire and
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install the Property listed in such Lease are deposited for that purpose in an Escrow Account.
7. "Escrow Account" means, with respect to any Lease, the account established and held by the Escrow
Agent pursuant to the related Escrow Agreement, if any.
8. "Escrow Agreement" means, with respect to each Lease for which an Escrow Account is established,
an Escrow and Account Control Agreement in form and substance acceptable to and executed by
Lessee, Lessor and Escrow Agent, pursuant to which an Escrow Account is established and
administered.
9. "Escrow Agent" means, with respect to any Lease for which an Escrow Account is established, the
Escrow Agent identified in the related Escrow Agreement, and its successors and assigns.
10. "Lease" means a Schedule and the terms and provisions of this Agreement, which are incorporated by
reference into each Schedule.
11. "Lease Proceeds" means, with respect to each Lease for which an Escrow Account is established, the
total amount of money to be paid by Lessor to the Escrow Agent for deposit and application in
accordance with such Lease and the related Escrow Agreement.
12. "Lease Term" means, with respect to each Lease, the total payment period shown in Schedule,
over which LESSEE is obligated to make lease payments, and includes (i) the "Original Term"
which is the period beginning with the Co m in encement Date and ending on June 30 next
following; (ii) the "Renewal Terms" which are the successive annual periods of renewal
beginning on the first day of July following the end of the Original Term until the Final Renewal
Term; and (iii) the "Final Renewal Term" which is the renewal term during which the final
periodic lease payment of LESSEE is scheduled to be paid.
13. "LESSEE" means Maricopa County, acting through its Board of Supervisors pursuant to the
Maricopa County Procurement Code and state statutes.
14. "LESSOR" means (i) the person named in the first paragraph of this Lease and whose address is
shown in paragraph M.I2,B any surviving, resulting or transferee person, including corporation,
partnership or foundation; and (iii) except where the context otherwise requires, any assignee of
LESSOR.
15. "Property" means the furniture, equipment, materials, vehicles or relocatable buildings as
specifically described in Exhibit 3 of each Lease.
16. "Schedule" means each separately numbered Schedule, substantially in the form of Exhibit 2 hereto,
together with the related Description of Property (in the form of Exhibit 3 hereto) and the related
Amortization Schedule (in the form of Exhibit 4 hereto) and any Riders attached to such Schedule_
17. "State" means the State of Arizona.
18. "USFP" means the Uniform System of Financial Records.
19. "Vendor" means the person who sold the Property, who is to receive payment from LESSOR.
B. LESSEE'S REPRESENTATIONS AND DISCLAIMERS:
LESSEE represents and warrants for the benefit of the LESSOR and its assignees, as follows:
a. Legality of the Transaction. LESSEE is authorized under the Constitution and laws of the State to
enter into this Agreement and each Lease hereunder and the transactions contemplated hereby and
thereby, and to perform all of its obligations hereunder and thereunder.
h. Lease is Enforceable. LESSEE is duly authorized to execute and deliver this Agreement and
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each Lease hereunder, and further represents and warrants that the officials executing this
Agreement and any Lease hereunder on behalf of the LESSEE are lawfully authorized to
do so on behalf of LESSEE, and all other requirements have been met in order to ensure the
enforceability of this Agreement and each Lease hereunder, and the LESSEE has complied (and
will comply)with such public bidding requirements as may be applicable to (i) this Agreement and
each Lease hereunder; (ii) the acquisition of the Property by the LESSEE under each Lease: and
(iii) the acquisition of the Property under this Agreement and each Lease hereunder by
LESSEE
c. Initial Funding. Prior to funding any Lease, LESSEE shall represent that it has
adequate funds to meet its obligations during the Original Term of such Lease and reasonably
believes that it will obtain funds of an amount sufficient to make all payments during the
Renewal Terms and the Final Renewal Term of such Lease. It is LESSEE'S intent to make
payments for the Lease Term of each Lease as described in the Amortization Schedule on
Exhibit 4 for each such Lease and to acquire unencumbered title to the Property upon the final lease
payment of each Lease.
d. NO WARRANTIES BY LESSOR AS TO PROPERTY. LESSEE UNDERSTANDS
THAT LESSOR IS NOT THE MANUFACTURER OF THE PROPERTY, NOR THE
AGENT OR REPRESENTATIVE OF THE MANUFACTURER, AND THAT LESSOR
MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESSED OR
IMPLIED, RELATING TO THE PROPERTY OR PATENTS RELATING THERETO; AND
THAT LESSOR MAKES NO WARRANTY AS TO THE VALUE, DESIGN,
CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF
THE PROPERTY. LESSEE SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIM
UNDER THIS AGREEMENT AND ANY LEASE HEREUNDER AGAINST LESSOR
OR ITS ASSIGNEES FOR ANY BREACH OF WARRANTY, EXPRESSED OR IMPLIED.
LESSOR SHALL NOT BE LIABLE TO THE LESSEE FOR ANY LOSS, DAMAGE OR
EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY, BY
ANY PORTION OF THE PROPERTY OR FOR THE USE OR MAINTENANCE
THEREOF, OR FOR FAILURE OF OPERATION THEREOF, OR FOR THE REPAIRS,
SERVICE OR ADJUSTMENT THERETO, OR BY ANY DELAY OR FAILURE TO
PROVIDE ANY THEREOF, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF
USE THEREOF FOR ANY LOSS OF BUSINESS OR ANY OTHER DAMAGE,
WHATSOEVER AND HOWEVER CAUSED. NO DEFECT OR UNFITNESS OF THE
PROPERTY SHALL RELIEVE LESSEE OF ITS OBLIGATION TO PAY RENT OR ANY
OTHER OBLIGATION UNDER THIS AGREEMENT AND ANY LEASE
HEREUNDER TO LESSOR. THE FOREGOING DISCLAIMERS DO NOT APPLY
WHERE LESSOR IS THE VENDOR, AGENT OR REPRESENTATIVE OF VENDOR.
e. Tax-Exempt Status of each Lease. For each Lease, LESSEE represents, covenants and
warrants as follows:
LESSEE shall file IRS form 8038-G in accordance with the information reporting
requirements of Section 149(e) of the Internal Revenue Code of 1986 (the "Code").
ii. LESSEE shall not do, cause to be done, or if notified by Lessor as provided below fail to
do any act which will cause the Lease to be an arbitrage bond within the meaning of
Section I48(a) of the Code.
iii. LESSEE shall not do, cause to be done, or if notified by Lessor as provided below fail to
do any act which will cause the Lease to be a private activity bond within the
meaning of Section 141 (a) of the Code.
iv. LESSEE shall not do, cause to be done, or if notified by Lessor as provided below fail to
do any act which would adversely affect the excludability from gross income for federal
income tax purposes of the interest portion of the payments to be made by LESSEE
hereunder.
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Concerning the preceding Subparagraphs B.I.e.ii, iii and iv, if LESSOR becomes aware of any such act or
acts, LESSOR shall timely notify LESSEE so that LESSEE can comply with Subparagraphs B.1.e.ii, iii and iv.
If the internal Revenue Service has determined that the interest portion of the payments to be made by
LESSEE under a Lease is includible in LESSOR'S gross income for federal income tax purposes because of
LESSEE'S action or failure to take any action (the "Taxable Interest Rate Date"), the payments to be
made by LESSEE under such Lease shall be adjusted retroactive to the date as of which the
interest portion of the payments are determined by the Internal Revenue Service to be includible
in LESSOR'S gross income for federal income tax purposes to reflect the Annual Taxable Interest Rate as set
forth in the applicable Schedule. This increase in the payments to be made by LESSEE under the
applicable Lease shall be an additional payment due and payable over the remaining payments to be made by
LESSEE under the applicable Lease retroactive to the date as of which the interest portion of the
payments are determined by the Internal Revenue Service to be includible in LESSOR'S gross income
for federal income tax purposes. The obligation to revise the amount of the payments to be made by LESSEE
under this Subparagraph for a failure to execute the information reports shall survive the termination of the
applicable Lease unless the termination results from a non-appropriation of funds or non-availability of budgeted
funds for such Lease pursuant to Paragraph K 1 of this Agreement. In the event the interest portion of the
payments to be made by LESSEE under the applicable Lease subsequently are determined by the Internal
Revenue Service to not be includable in LESSORS gross income, the payments to be made by LESSEE shall be
reduced to the payments originally required under the applicable Lease, effective as of the first payment in
which the interest payment was determined to be no longer includable in LESSOR'S gross income. In the event
such increased payment or payments already had been made by LESSEE, the next payment or payments due by
LESSEE shall be reduced by the overpayment made by LESSEE for such Lease.
Nothing contained in this Agreement shall be construed as a representation that the interest portion of the
payments to be made by Lessee under any Lease are excluded from gross income for federal income tax
purposes.
f. Essential Use. LESSEE represents that the use of the Property under each Lease is essential
to its operations.
Compliance with Laws. LESSEE agrees to comply in all respects with all applicable laws,
regulations and rulings of any legislative, executive, administrative, or judicial body, including,
without limitation, all anti-money laundering laws and regulations; provided that LESSEE may
contest in good faith the validity or application of any such law, regulation or ruling in any
reasonable manner that does not, in the opinion of LESSOR, adversely affect the interest
(including the reversionary interest) of LESSOR in and to the Property or its interest or rights
under this Agreement or any Lease.
h. Essential Use. LESSEE has kept, and throughout the Lease Term for each Lease shall keep, its
books and records in accordance with generally accepted accounting principles and practices
consistently applied, and shall deliver to LESSOR (i) annual audited financial statements
(including (1)a balance sheet, (2) statement of revenues, expenses and changes in fund balances
for budget and actual, (3) statement of cash flows, and (4) footnotes, schedules and attachments to
the financial statements) within 210 days of its fiscal year end, (ii) such other financial statements
and information as LESSOR may reasonably request, and (iii) upon LESSOR's request, its annual
budget for any prior or current fiscal year or the following fiscal year. The financial statements
described in subsection (h) shall be accompanied by an unqualified opinion of LESSEE'S auditor.
Notwithstanding the above, so long as LESSEE is legally and timely filing annual financial reports
with Electronic Municipal Market Access that are readily available to the public, the filing of such
reports shall satisfy the foregoing financial statement reporting requirements. Credit information
relating to LESSEE may be disseminated among LESSOR and any of its affiliates and any of their
respective successors and assigns.
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C. LESSOR'S REPRESENTATIONS:
1. Lease of the Property. LESSOR recognizes that the transaction described in this Agreement
and each Lease hereunder is a lease of the Property with title in LESSEE subject to the
encumbrance described in paragraph H of this Agreement. LESSOR further recognizes that
LESSEE desires to maintain its credit rating and that LESSOR'S delay or inability to pay
Vendor would be detrimental to that rating. Accordingly, for each Lease, LESSOR shall pay
LESSEE'S obligation to Vendor in the amount shown as the Capital Cost in the applicable
Schedule within ten (10) working days of LESSEE satisfactorily delivering to and performing for
LESSOR all conditions precedent to funding under the applicable Lease, which are set forth in
paragraph G of this Agreement, to the satisfaction of LESSOR in its sole discretion, but in no event
sooner than the Commencement Date. LESSOR agrees that its payment to Vendor also shall
include interest on the Capital Cost at the Late Charge daily rate in the applicable Schedule for
each day exceeding the ten (10) working days described above. The amount of any such late
payment charge shall not be charged to the LESSEE.
No Indebtedness Created. LESSOR understands that the lease payments under each Lease shall be
made on the dates and in the amounts described in the applicable Schedule and on the
applicable Amortization Schedule, and that the lease payments under each Lease shall
constitute a current expense of LESSEE and shall not in any way be construed to be a debt of
LESSEE in contravention of any applicable constitutional or statutory limitation or
requirements concerning the creation of indebtedness by LESSEE; nor shall anything contained
herein constitute a pledge of the revenues, funds or monies of the LESSEE.
3. LESSOR represents and warrants that: a. LESSOR is not in arrears with respect to the payment of
any monies due and owing the State or LESSEE or any department or agency thereof, including
but not limited to the payment of taxes and employee benefits, and that it shall not become so
during the Lease Term of each Lease under this Agreement. b. LESSOR shall comply with all
federal, state, and local laws, ordinances, rules and regulations applicable to its activities and
obligations under this Agreement. c. LESSOR shall procure and maintain in effect, at its
expense all licenses, permits and governmental approvals, if any, necessary to the performance of its
activities and obligations under this Agreement.
D. TERM:
The Lease Term for each Lease commences on the Commencement Date. The Lease Term for each
Lease continues until the applicable Lease is terminated (a) by mutual agreement; (b) in accordance with
the provisions of paragraph E of this Agreement; or (c) when final payment is made from LESSEE to
LESSOR.
E. TERMINATION AND CANCELLATION BY LESSEE:
I. Termination Due to Non-availability of Funds. For each Lease, each payment obligation of
LESSEE created under this Agreement and thereby is conditioned upon (1) the LESSEE
budgeting for the lease payment in each succeeding fiscal year of the LESSEE and (2) the
availability of budgeted funds in the event the Maricopa County Board of Supervisors does not
appropriate • sufficient funds or insufficient taxes are collected to meet the budget, resulting in
a reduction by LESSEE to its budget. If funds are not budgeted or are not otherwise available
for the continuance of a Lease, the applicable Lease for (a) such portion of the Property,
including any other portion of the Property directly or indirectly involved in the performance of
the function of such portion of the Property, or (b) all the Property, may be terminated by LESSEE
at the end of the period for which funds are available. LESSEE shall notify LESSOR at the earliest
possible time which portion of the Property will or may be affected by a shortage of funds under the
applicable Lease. The termination of the applicable Lease pursuant to the provisions of this
paragraph shall not constitute an Event of Default under this Agreement. No penalty shall accrue
to LESSEE in the event this provision is exercised, and LESSEE shall not be obligated or liable
for any future payments due or for any damages as a result of termination under this paragraph.
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2. Cancellation Due to Conflict. LESSEE within three (3) years after the execution of this
Agreement may cancel this Agreement, without penalty or further obligation, pursuant to
A.R.S. Section 38-511, if any person significantly involved in initiating, negotiating, securing,
drafting or creating this Lease on behalf of the LESSEE is, at any time while this Lease or any
extension of this Lease is in effect, an employee or agent of LESSOR in any capacity or a
consultant to LESSOR with respect to the subject matter of this Lease. Such cancellation shall be
effective when written notice from LESSEE is received by LESSOR, unless the notice specifies a
later time.
3. Cancellation Due to Gratuities. LESSEE by written notice to LESSOR may cancel this Agreement
Lease if it is found by the LESSEE that gratuities, in the form of entertainment, gifts or otherwise,
were offered or given by LESSOR or any agent or representative of LESSOR to any officer or
employee of LESSEE.
F. PAYMENT:
1. Amount and When Due. LESSEE shall make lease payments, exclusively from legally available
funds, in lawful money of the United States of America to LESSOR in the amounts and on the dates
set forth in the applicable Schedule and in the related Amortization Schedule, which sets forth
the interest component and the principal component of each lease payment, during the Lease Term of
each Lease
a. First Lease Payment. The first lease payment under each Lease shall be due from LESSEE
to LESSOR on the Commencement Date as set forth in the applicable Schedule.
2. Late Payment Penalty. For each Lease, payments, other than the initial payment when there is
an advance payment due on the Lease Date, delivered to LESSOR after the due date will be subject
to a late charge at the daily rate shown as the Late Charge in the applicable Schedule for each
day which has elapsed after the due date.
3. Payment During a Dispute. For each Lease, the obligations of LESSEE to make lease payments
required under each such Lease shall be absolute and unconditional in all events, except as
expressly provided under this Agreement. Notwithstanding any dispute between the LESSEE and
LESSOR, or any other person, LESSEE shall make all payments when due and shall not withhold
any payments pending final resolution of such dispute, nor shall LESSEE assert any right of setoff
or counterclaim against its obligation to make lease payments hereunder during the Lease Term of
any Lease, except in the event the LESSOR is the Vendor or there exists a parent/subsidiary
relationship between the Vendor and LESSOR.
4. Taxes. For each Lease, because the Property shall be used by LESSEE for a governmental or
proprietary purpose of LESSEE, the parties contemplate that the Property will be exempt from all
taxes assessed and levied with respect to the Property. The parties further contemplate that, unless
otherwise shown in this Agreement all transaction privilege (sales and use) taxes applicable to the
acquisition or use of the Property under each Lease, including any equipment or other property
acquired by LESSEE in substitution for, as a renewal or replacement of, or a modification.
improvement or addition to the Property for any Lease, have been paid or will be paid by LESSEE.
5. Rizlit to Prepay; Release. For each Lease, so long as LESSEE is not in default. LESSEE shall
have the right to prepay part or all of its obligation for the principal component of the lease amounts
set forth according to the dates and amounts provided in the applicable Amortization Schedule
for the applicable Lease or prorated by LESSOR to the specific date of the payment, upon
giving LESSOR Forty-five (45) days' prior written notice. No pre-payment penalty shall be assessed
for any Lease. Payment must be received by the specific date established. Upon LESSEE'S exercise
of its right of prepayment or having satisfied all of its monetary and other obligations hereunder,
LESSOR shall release its security interest in the Property, if any, for such Lease.
6. Release of LESSORS interest. For each Lease. upon LESSEE'S payment of all lease payments and all
other amounts, if any, due under the applicable Lease, LESSEE shall own the property free and clear of
any interest of LESSOR and LESSOR shall execute financing statements or other documents
reasonably required to evidence the release of LESSOR'S security interest in the property for such
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Lease,
7. Taxes and Other Charges
a. Net, Net, Net Lease. The parties agree that this Agreement and each Lease
thereunder is a net, net, net lease. Therefore, for each Lease, LESSEE shall pay, promptly
when due and before penalty or interest accrues thereon, all taxes, assessments, whether
general or special, and other governmental charges of any kind whatsoever, foreseen or
unforeseen, ordinary or extraordinary, that now or may hereafter at any time during the
Lease Term of any and all Leases be assessed or levied against or with respect to the
Property which, if not paid, may become or be made a lien on the Property. Nothing in this
subparagraph shall be construed to be an agreement on the part of LESSEE to pay any
taxes, assessments or other governmental charges LESSEE is not otherwise required by law to
pay.
b. LESSEE Right To Contest Charges. Notwithstanding Subparagraph F.7_a above, LESSEE
may, at its expense and after prior written notice to LESSOR, by appropriate proceedings
diligently prosecuted, contest in good faith the validity or amount of any such taxes,
assessments and other charges, and during the period of contest need not pay the items so
contested. As a condition to and prior to pursuit of such a contest, LESSEE shall deliver to
LESSOR an opinion of LESSEE'S counsel to the effect that by nonpayment of any such
items, the interest created by this Agreement and the applicable Lease as to the Property
will not be materially affected or the Property will not be subject to imminent loss or
forfeiture. Otherwise, LESSEE shall promptly pay such taxes, assessments or charges. During
the period when any taxes, assessments or other charges so contested remain unpaid,
LESSEE shall set aside on its books adequate reserves with respect to the unpaid amounts.
S. Additional Rent. In order to comply with the above Subparagraph F.7, LESSEE agrees to pay to
LESSOR the following amount, if any whenever applicable, as additional rent:
a. For each Lease, LESSEE represents that no charges or taxes (local, State or federal) are
currently imposed on the ownership, lease, sale, purchase, possession or use of the Property,
exclusive of taxes on or measured by LESSOR'S income, and acknowledges that no provision
has been made for the inclusion of any such charges or taxes in the rent. If at any time
during the Lease Term of any Lease the ownership, lease, sale, purchase, possession or use
of the Property shall result in the imposition on LESSOR of any charges, assessments or taxes
(local, State or federal), exclusive of taxes on or measured by LESSOR'S income,
LESSEE shall promptly pay to LESSOR, upon receipt from LESSOR of a statement therefor,
as additional rent an amount equal to those charges and taxes imposed on LESSOR.
Additional Rent Is Subject to Being Budgeted. For each Lease, LESSEE'S obligation to pay
additional rent pursuant to the above Subparagraph F.8 in any subsequent Renewal Term of the
applicable Lease is subject to such funds being budgeted and available for payment as
provided in Paragraph E.I. If such funds are not budgeted and available for payment of all or any
part of that additional rent, LESSOR shall have the right, but shall not be obligated, to pay or
advance the amount of such additional rent, If LESSOR so pays or advances any portion of that
additional rent for such applicable Lease. LESSEE shall, subject to such funds being budgeted and
available for payment, pay LESSOR no later than the first lease payment date in the next succeeding
fiscal year during which a Renewal Term or Final Renewal Term is in effect for such applicable
Lease an amount equal to the sum of such additional rent and the costs incurred by LESSOR in
making such payment or advance, including the amount LESSOR would have earned from the
investment of the amount paid or advanced before repayment thereof at the Annual Interest Rate
s et forth in the Schedule For each such Lease, LESSOR shall notify LESSEE in
writing of the costs incurred in any case of its paying or advancing such additional rent. If LESSOR
pays or advances such additional rent, and is repaid as provided for in this paragraph, the
applicable Lease shall not be deemed terminated pursuant to Paragraph El.
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C. DELIVERY OF RELATED DOCUMENTS:
1. In addition to delivery and execution of this Agreement, LESSEE shall sign or provide the following
documents to LESSOR prior to any funding under any Lease, if applicable:
a. Execute and deliver the Schedule (Exhibit 2).
b. Execute and deliver the Description of the Property (Exhibit 3)
c. Execute and deliver the Amortization Schedule (Exhibit 4).
d. Provide LESSEE'S Verification of Self-Insurance (Exhibit 5).
e. Execute and deliver an Acceptance Certificate confirming LESSEE'S acceptance of the
Property (Exhibit 6).
f Provide for signature by LESSEE'S attorney an Opinion of Counsel letter confirming
LESSEE'S authority, and representations, as specified in Section B (Exhibit 7, Exhibit 7A).
a Deliver to LESSOR a copy of the Form 8038-G/GC with respect to the Lease then being
entered into, fully completed and executed by LESSEE.
h. [Reserved]
Provide a Form of Notice of and Consent to Assignment and Delegation (Exhibit 8).
Sign those financing statements or other documents supplied by LESSOR to perfect
LESSOR'S security interest in the Property, if any.
k. Provide the original invoice or a copy if the original cannot be obtained, for the Property
from Vendor to LESSEE.
1. Escrow Agreement - In the event the Property to be acquired hereunder is to be acquired in
phases, rather than in a single lot, the Escrow Agreement attached hereto as Exhibit 9 shall be
executed simultaneously with this agreement.
2. For each Lease, in the event it appears to LESSOR that a payment delay may occur because a
document was overlooked, incompletely prepared or otherwise missing or inadequate, notice shall be
given promptly to LESSEE. Each party agrees to use its best efforts to hasten the preparation,
delivery and review of the delayed document(s) as promptly as possible in order to avoid or
minimize a late payment charge.
H. INTERESTS OF TITLE AND SECURITY:
1. Title: Security Interest; Recording Documents. For each Lease, legal title to the Property shall be
vested in LESSEE on the Acceptance Date. As additional security for the payment and performance
of all of LESSEE's obligations under each Lease, upon the execution of each such Lease. LESSEE
grants to LESSOR a first priority security interest constituting a first lien on (a) the Property subject
to such Lease, (b) moneys and investments held from time to time in an Escrow Account established
for a Lease under this Agreement, and (c) any and all proceeds of any of the foregoing. LESSOR may
file or record any part or all of this Agreement, the applicable Lease or financing statements to
evidence or protect LESSOR'S security interest in the Property. At LESSOR'S request, LESSEE
shall join LESSOR in executing such financing statements.
The Property Is Personal Property. The Property under each Lease is and shall remain personal
property and shall not be deemed to be affixed to or a part of the real estate on which it may be
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situated, notwithstanding that the Property or any part thereof may be or hereinafter become in any
manner physically affixed or attached to real estate or any building thereon
3. Return of Prooertv if LESSEE Terminates. For each Lease, upon the termination or cancellation of
a Lease pursuant to the provisions of paragraph El due to non-availability of funds,
paragraph E.2 due to conflict, paragraph E.3 due to gratuities or any other applicable
paragraph herein caused by LESSEE'S default, the right of possession and legal title to the Property
shall pass to LESSOR. In that event, LESSEE, at its expense, shall remove all alterations, additions
and attachments, and repair the Property under a Lease as necessary to return the Property
under such Lease to the condition in which it was furnished to LESSEE, reasonable wear
and tear excepted. Any replacements or repair parts are Property subject to the terms of this
Agreement and the applicable Lease. At LESSOR'S request for Property under each Lease,
LESSEE shall provide LESSOR with a current Original Equipment Manufacturer's Certificate
of Maintainability, and arrange and pay for such repairs necessary to ensure that the
manufacturer accepts the Property for contract maintenance at its then standard rates.
In the event LESSEE fails to provide such a Certificate, LESSOR may (but is under T10 obligation to)
obtain the Certificate and any charges associated therewith shall be borne by LESSEE,
I. MAINTENANCE AND INSPECTION OF PROPERTY:
1. Maintenance. For each Lease, LESSEE agrees that at all times during the Lease Term LESSEE
shall, at LESSEE'S own cost and expense, maintain, preserve and keep the Property under
such Lease in good repair, working order and condition, and that LESSEE from time to time
shall make or cause to be made all necessary and proper repairs, replacements and renewals to
the Property. LESSOR shall have no responsibility in any of these matters, or for the making of
improvements or additions to the Property.
2, Inspection. For each Lease, with reasonable prior notice, LESSEE shall allow LESSOR to
enter the premises where the Property is located during normal business hours to inspect the
Property in order to determine whether LESSEE is fulfilling its responsibilities. At such times
LESSOR shall conform in all respects with physical, fire and other published security regulations.
J. RISK OF LOSS:
LESSEE shall use the Property under each Lease in a careful and proper manner. LESSEE, through
its self-insurance program or own insurance policy, shall be responsible for all risks of loss to the
Property under each Lease and for loss or damage to or by the Property under each Lease caused
by LESSEE, its officers, employees or agents. If prior to the termination of this Agreement or the
applicable Lease, the Property under such Lease or any portion thereof is destroyed (in whole or
in part) or is damaged by fire or other casualty, LESSEE shall promptly repair or restore the Property
or pay to LESSOR the pro-rated value of the destroyed or damaged Property as it relates to all the
Property as then valued by the total of the principal balance reflected in the Amortization Schedule
for such Lease, and, upon such payment, LESSOR'S security interest in such Property shall
terminate. During any period that the Property under a Lease is not available for use by LESSEE,
LESSEE shall not be entitled to any reimbursement therefor from LESSOR, nor shall LESSEE be
entitled to any diminution of the amounts payable under Section F of this Agreement.
K. ASSIGNMENT:
By LESSOR. No right or interest in this Agreement or any Lease hereunder shall be assigned
by LESSOR without prior written permission of LESSEE, pursuant to MCI -311, and by the Chief
Financial Officer of Maricopa County, except the sole right to receive payment under the
applicable Lease as provided in the Arizona Uniform Commercial Code ("U.C.C."), A.R.S.
Section 47-9318, which assignment shall be completed as required by the U.C.C. In addition, the
LESSOR must agree not to use any disclosure materials which have not been approved by the
Chief Financial Officer of Maricopa County. Such permission of LESSEE and the Chief Financial
9

Officer shall not be unreasonably withheld. Upon receipt of written permission of LESSEE and
the Chief Financial Officer of Maricopa County, LESSOR may assign (or reassign) its right, title
and interest in this Agreement and any Lease hereunder and the Property under any such
Lease, subject to the rights of LESSEE and the Chief Financial Officer of Maricopa County. (A
form of Notice of and Consent to Assignment and Delegation is marked as Exhibit 8) By its
written permission LESSEE and the Chief Financial Officer of Maricopa County consents to such
assignments, and all rights of and benefits to LESSOR shall inure to the assignee.
If requested, LESSEE and the Chief Financial Officer of Maricopa County shall make payments
required under the applicable Lease directly to the assignee without abatement or reduction of any
kind. LESSOR must provide LESSEE and the Chief Financial Officer of Maricopa County with a
duplicate original counterpart of the agreement by which the assignment or reassignment is made,
disclosing the name, address, social security number or tax identification number of each such
assignee; provided, however, that if such assignment is made to a bank or trust company as paying or
escrow agent for holders of certificates of participation in the applicable Lease, it shall thereafter be
sufficient that a copy of the escrow agent agreement shall have been deoosited with LESSEE and
the Chief Financial Officer of Maricopa County until LESSEE and the Chief Financial Officer of
Maricopa County shall have been advised that such escrow agent agreement is no longer in effect.
During the Lease Term of any such assigned Leas e, LESSEE shall keep a complete and
accurate record of all such assignments reported to it by LESSOR in a form necessary to comply
with the United States Internal Revenue Code of 1986, Section 149(a), and the regulations, proposed
or existing, from time to time promulgated thereunder, except during such period when certificates
of participation are outstanding, at which time the bank or trust company shall maintain such records.
2. By LESSEE. This Agreement, each Lease hereunder and LESSEE'S obligations hereunder
an d thereunder shall not be assigned by LESSEE and the Chief Financial Officer of Maricopa
County without prior written permission of LESSOR. Such permission of LESSOR shall not be
unreasonably withheld.
3. Certificates of Participation. Neither the LESSOR nor any assignee thereof shall permit the
issuance of certificates of participation with respect to the payments hereunder or under any Lease
to be made by LESSEE without the written consent of the LESSEE. If the issuance of certificates of
participation is expressly permitted by LESSEE for a Lease, LESSOR or its assignee shall provide at
its expense an opinion of a nationally recognized bond counsel to the effect that:
The excludability from gross income for federal income tax purposes of the
interest portion of the payments to be made by LESSEE under the applicable
Lease shall not be adversely affected by the issuance of certificates of
participation; and
ii. The interest portion of the payment to be made by LESSEE under the applicable
Lease with respect to the certificates of participation is excludable from gross
income for federal income tax purposes.
Copies of the opinion shall be provided by LESSOR to LESSEE and to LESSEE's attorney prior to
the delivery of the certificate.
No disclosure materials, including continuing disclosure undertakings required under Securities and
Exchange Commission Rule 15c2-12, shall be distributed or disseminated in connection with the
marketing of any Certificates of Participation without the written consent of the LESSEE.
L. EVENTS OF DEFAULT AND REMEDIES:
1. Events of Default. Any of the following events shall constitute an event of default under this Agreement
and all Leases hereunder:
10

a. LESSEE fails to make any payment required under any Lease when due and such failure
continues after written notice by LESSOR for a period of fifteen (15) days after receipt of such
written notice;
b. LESSEE fails to observe or perform any other agreement or condition of this Agreement or
any Lease hereunder and such failure continues for thirty (30) days without cure after LESSOR
provides LESSEE written notice of the failure;
c. LESSEE shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or
liquidator of LESSEE, or of all or a substantial part of the assets of LESSEE, (ii) be unable, fail
or admit in writing its inability generally to pay its debts as they become due, (iii) make a general
assignment for the benefit of creditors, (iv) have an order for relief entered against it under
applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an
answer seeking reorganization or an arrangement with creditors or taking advantage of any
insolvency law or any answer admitting the material allegations of a petition filed against
LESSEE in any bankruptcy, reorganization, moratorium or insolvency proceeding; or
d. An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a
petition or appointing a receiver, trustee, custodian or liquidator for LESSEE or of all or a
substantial part of the assets of LESSEE, in each case without its application, approval or
consent, and such order, judgment or decree shall continue unstayed and in effect for any period
of 30 consecutive days.
2. Remedies; Return of Title and Possession to LESSOR. If LESSEE defaults, LESSOR may at its
option do any or all of the following:
a. Terminate this Agreement and any oral] Leases by providing written notice to LESSEE.
b. Take possession of the Property under any or all Leases wherever situated with ten (10) days' written
notice before entering the applicable premises where the Property is located. Upon LESSOR taking
possession of the Property under this section, legal title to such property automatically shall pass to
LESSOR without the execution of any other documents.
c. LESSOR may terminate any Escrow Agreement relating to any one or more of such Leases and
apply any proceeds in each such applicable Escrow Account thereunder to the payments due under
any one or more of such Leases as LESSOR shall determine.
d. Exercise any remedies as are legally available to a secured party pursuant to Chapter 9 of the
Uniform Commercial Code as in effect in the State, A.R S. Section 47-9101,et seq.
LESSEE shall remain liable for reasonable damages provided by law, including all costs and
expenses incurred by LESSOR due to a default by LESSEE, as provided in Paragraph M.3 of this Agreement.
M. GENERAL:
1. Approval by LESSEE'S Attorney Required. This Agreement and each Lease hereunder is conditioned
upon the approval as to form by LESSEE'S attorney.
Peaceful Possession. LESSEE, upon paying the charges due under a Lease and performing all other
covenants, terms, and conditions on its part to be performed hereunder and thereunder, may and
shall peacefully and quietly have, hold, possess and enjoy the Property for the Lease Term of such
Lease without suit, molestation or interruption.
3. Relocate Property. LESSEE at its own risk and expense may transfer the Property under a Lease from
one location within LESSEE'S district to another. LESSEE shall advise LESSOR in writing prior to
any relocation of the Property under any Lease.
11

4. Disputes. The parties acknowledge and agree that any dispute arising out of this Agreement or
any Lease hereunder shall be resolved as provided in the Maricopa County Procurement Code,
Section MCI-906. In the event of a dispute between LESSEE and LESSOR under this Agreement or
any Lease hereunder, the losing party in such dispute shall pay all costs and expenses incurred by the
prevailing party in connection therewith, including but not limited to attorney's fees.
5. Governing Law and Venue. The parties agree that this Agreement and each Lease hereunder was
negotiated, made and entered into in Arizona and shall be governed and interpreted under the laws
of the State of Arizona. Any administrative action or other action arising out of this Agreement
or any Lease hereunder, including any action involving any assignee of LESSOR, whether for the
enforcement thereof or otherwise, shall be brought in Maricopa County.
6. Interpretation; Entire Agreement. The parties agree that the terms and conditions of this
A gr e ement supersede those of all previous agreements between LESSEE and LESSOR
relating to the lease of Property, including the solicitation documents and LESSEE'S award
notice between the parties that preceded this Agreement, and that this Agreement and each Lease
hereunder contains the entire agreement between the parties hereto.
7. No Implied Obligations. Except as herein otherwise expressly provided, neither party shall be
required under this Agreement or any Lease hereunder to provide any services or make any expenditures.
S. Amendment. This Agreement and any Lease hereunder may be amended only by a written agreement
signed by persons authorized to sign agreements on behalf of the parties; provided, however,
that no such amendment which affects the rights of the LESSOR'S assignee shall be effective
unless it shall have been consented to by such assignee.
9. Headings. The headings in this Agreement are for convenience only and in no way define, limit
or describe the scope or intent of any provision or paragraph of this Lease.
10. Parties Bound by This Lease. Each party acknowledges that it has read this Agreement and
the form of Lease, understands it and agrees to be bound by its terms and conditions. Further,
the parties agree that this Agreement and any Lease hereunder shall be binding on the assignees
and successors in interest of each of the parties.
11. Invalidity of a Term. The parties agree that in the event any term, covenant or condition
herein contained should be held to be invalid or void by an administrative body or court of
competent jurisdiction, the invalidity of any such term, covenant or condition shall in no way
affect any other term(s), covenant(s) or condition(s) of this Agreement or any Lease hereunder.
12. Inspection and Audit. All Records (as d e fined below ) relating to this Agreement
and e ach Lease hereunder, pursuant to USFR records retention schedule, shall be subject at
all reasonable times to inspection and audit by LESSEE for five (5) years after completion of
the applicable Lease. Upon request of LESSEE, such Records shall be produced by LESSOR,
including its assignees, at LESSEE'S office, the Arizona Auditor General's Office, or LESSEE'S
independent certified public accountant's office within a reasonable time after a request has been
made therefor. Upon request of LESSEE, LESSOR shall provide LESSEE with copies of payoff
information, amortization schedules and other similar records relating to each Lease ("Records");
provided, however, that in no event shall Records include the following: (1) any item that the
LESSOR is prohibited by law or regulation to provide to the LESSEE. (ii) any item subject to
attorney-client privilege or any other similar privilege and (iii) any item that contains proprietary
information of the LESSOR.
13. LESSOR agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09
including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-
09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and
downloaded at the Governor of the State of Arizona's website which is hereby incorporated into this
contract as if set forth in full herein. During the performance of this agreement, LESSOR shall not
discriminate against any employee, client or any or any other individual in any way because of that
person's age, race, creed, color, religion, sex, disability or national origin.
12

14. Notices. Any notice given pursuant to this Agreement shall be in writing and shall be considered
to have been given when actually received at the following addresses:
a. If to LESSEE:
Maricopa County Office of Procurement Services
320 W. Lincoln St.
Phoenix, AZ 85003
Attn: Wesley Baysinger
Title: Chief Procurement Officer
Telephone: 602-506-3247
Fax Number: 602-258-1573
And to:
Maricopa County Department of Finance
301 West Jefferson, Suite 960
Phoenix, AZ 85003
Attn: Shelby L. Scharbach
Title: Chief Financial Officer
Telephone: 602-506-1367
Fax Number: 602-506-4451
b. If to the LESSOR and/or placement Broker:
JPMorgan Chase Bank, N.A.
1111 Polaris Parkway, Suite A3
Columbus, Ohio 43240
13

IN WITNESS WHEREOF, this agreement is executed on the date set forth above.
JPMorgan Chase Bank, N.A. (LESSOR):
"IlAZ
AUTHORIZED SIGNATURE
L Ette:iartte:cic P
PRINTED NAME AND TITLE
1111 Polaris Parkway, Suite A3, Columbus, Ohio 43240
ADDRESS
December 16. 2015
DATE
MAR1COPA COUNTY (LESSEE):
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE
13

EXHIBIT 2
SCHEDULE No.
TO
Master Personal Property Lease Financing/Multi-Term Contract ("Agreement")
By and Between
JPMorgan Chase Bank, N.A.
("LESSOR")
and
MARICOPA COUNTY
("LESSEE")
1. The Commencement Date of this Schedule is
2. Defined Terms. All terms used herein have the meanings ascribed to them in the above-referenced Master
Personal Property Lease Financing/Multi-Term Contract Agreement.
3. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants that its
representations, warranties and covenants set forth in the Agreement are true and correct as though made on
the date hereof. Lessee further represents and warrants that (a) no Event of Default has occurred and is
continuing under any Lease currently in effect; (b) no termination of any Lease currently in effect due to
non-availability of funds, conflict, gratuities or any other provision under the Agreement is threatened;
(c) no Lease has been terminated as the result of the occurrence of an Event of Default or due to non-
availability of funds, conflict, gratuities or any other provision under the Agreement; (d) the governing
body of Lessee has authorized the execution and delivery of the Agreement and this Schedule; (e) the
Property listed in this Schedule is essential to the functions of Lessee or to the services Lessee provides its
citizens; (f) Lessee has an immediate need for, and expects to make immediate use of, substantially all such
Property, which will be used by Lessee only for the purpose of performing one or more of Lessee's
governmental or proprietary functions consistent with the permissible scope of its authority; and (g) Lessee
expects and anticipates adequate funds to be available for all future payments or rent due after the current
budgetary period.
4. The Lease. The terms and provisions of the Agreement (other than to the extent that they relate solely to
other Schedules or Property listed on other Schedules) are hereby incorporated into this Schedule by
reference and made a part hereof.
[OPTION: IF ESCROW AGREEMENT IS USED:
5. Acquisition Period. The Acquisition Period applicable to this Schedule shall end at the conclusion of the
month following the date hereof.]
6. Specific terms of the Lease: The specific terms of this Lease are as follows:
Capital Cost:
Lease Term:
Annual interest Rate:
14

4. Annual Taxable Interest Rate:
is applicable if interest becomes taxable to LESSOR as more particularly described in paragraph
B .1.e.
5. Payment Due Date: The first payment shall be due / month [1 mo./3 mos./6 mos./1 yr.] from the
Acceptance Date. Each subsequent payment shall be made monthly [monthly/quarterly/semi-
annually/yearly] after the first payment due date.
6. Monthly Lease Payment:
7. Late Charge: Annual Interest Rate plus , or the maximum Interest Rate permitted by
law, whichever is less.
8. Financing Bid Number:
9. Vendor:
Name: Multiple —see attached listing
Address:
Requisition or Purchase:
Order Number:
Contact Person
10. Location of the Property: Various County departments see attached listing.
11. The sales or use tax v, as paid or shall be paid by the Vendor of the Property.
15

IN WITNESS WHEREOF, this Schedule is executed on the date set forth above.
JPMorgan Chase Bank, N.A. (LESSOR):
AUTHORIZED SIGNATURE
PRINTED NAME AND TITLE
ADDRESS
DATE
MARICOPA COUNTY (LESSEE):
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
COUNTY LEGAL COUNSEL DATE
16

EXHIBIT 3
DESCRIPTION OF THE PROPERTY TO
SCHEDULE No.
TO
Master Personal Property Lease Financing/Multi-Term Contract ("Agreement")
By and Between
JPMorgan Chase Bank, N.A.
("LESSOR")
and
MARICOPA COUNTY
("LESSEE")
17

18
("Agreement") Principal Balance
TO Contract
4 SCHEDULE NA. Bank, COUNTY Principal Portion
EXHIBIT No. TO Financing/Multi-Term Between Chase ("LESSOR") and ("LESSEE")
SCHEDULE and By MARICOPA
AMORTIZATION Lease JPMorgan
Interest Portion
Property
Personal
Master Lease Payment Amount
Lease
Date of the Payment
Lease $
Number the of Payment TOTALS:

EXHIBIT 5
LESSEE'S VERIFICATION OF SELF-INSURANCE OR INSURANCE TO
SCHEDULE No.
TO
Master Personal Property Lease Financing/Multi-Term Contract ("Agreement")
By and Between
JPMorgan Chase Bank, N.A.
("LESSOR")
and
MARICOPA COUNTY
("LESSEE")
To be sent to LESSOR upon execution of a Lease.
19

EXHIBIT 6
ACCEPTANCE CERTIFICATE TO
SCHEDULE No. ("LEASE")
TO
Master Personal Property Lease Financing/Multi-Term Contract ("Agreement")
By and Between
JPMorgan Chase Bank, N.A.
("LESSOR")
And
MARICOPA COUNTY
("LESSEE")
Acceptance. In accordance with the terms of the above-referenced Lease and Agreement, LESSEE
hereby certifies that all of the Property described in EXHIBIT 3 of the Lease (i) has been received by
LESSEE; (ii) has been thoroughly examined and inspected to the complete satisfaction of LESSEE;
(iii) has been found to be and is wholly suitable for Lessee's purpose; and (iv) is hereby
unconditionally accepted by LESSEE, in the condition received, for all purposes of the Lease.
Property Description. See EXHIBIT 3 of the Lease.
3. Payments. Invoicing shall be mailed to LESSEE at the address in Paragraph 114.12.a of the
Agreement, unless a different address appears below.
4. Date of Acceptance. The date of Acceptance is
DATED the day of 2015
LESSEE:
By:
Name: Shelby L. Scharbach
Title: Chief Financial Officer
20

EXHIBIT 7
MASTER AGREEMENT OPINION OF COUNSEL
2015
Chairman
Board of Supervisors
301 W. Jefferson, 10th Floor
RE: Master Personal Property Lease Financing/Multi-Term Contract dated as of , 2015 by
and between WMorgan Chase Bank, N.A. ("LESSOR") and Maricopa County ("LESSEE")
OPINION OF COUNSEL
Bid Serial No.
Dear Chairman:
I have acted as Counsel to Maricopa County ("LESSEE") with respect to that certain Master Personal Property Lease
Financing/Multi-Term Contract (the "Agreement") dated as of 2015, by and between
LESSOR and LESSEE. I have reviewed the Agreement and such other documents, records and certificates of LESSEE
and appropriate public officials as I have deemed relevant and am of the opinion that:
I. LESSEE is a political subdivision of the State of Arizona, with the requisite power and authority to
incur the obligation described in the Agreement;
The execution, delivery and performance by LESSEE of the Agreement have been duly authorized
by all necessary action on the part of LESSEE; and
3. The Agreement constitutes a legal, valid and binding obligation of LESSEE enforceable in
accordance with its terms.
Sincerely,
Deputy County Counsel
21

EXHIBIT 7A
SCHEDULE OPINION OF COUNSEL
, 2015
Chairman
Board of Supervisors
301 W. Jefferson, 10th Floor
RE: Schedule No. to Master Personal Property Lease Financing/Multi-Term Contract dated as of
between JPMorgan Chase Bank, N.A. ("LESSOR") and Maricopa County ("LESSEE")
OPINION OF COUNSEL
Bid Serial No.
Dear Chairman:
I have acted as Counsel to Maricopa County ("LESSEE") with respect to that certain Schedule No. to Master
Personal Property Lease Financing/Multi-Term Contract (collectively, the "Lease") dated as of , 2015, by and
between LESSOR and LESSEE. I have reviewed the Lease and such other documents, records
and certificates of LESSEE and appropriate public officials as 1 have deemed relevant and am of the opinion that:
LESSEE is a political subdivision of the State of Arizona, with the requisite power and authority to
incur the obligation described in the Lease;
The execution, delivery and performance by LESSEE of the Lease have been duly authorized by all
necessary action on the part of LESSEE; and
3. The Lease constitutes a legal, valid and binding obligation of LESSEE enforceable in accordance
with its terms.
Sincerely,
Deputy County Counsel
22

EXHIBIT 8
SCHEDULE No.
TO
MASTER PERSONAL PROPERTY LEASE FINANCING/MULTI-TERM CONTRACT
NOTICE OF AND CONSENT TO ASSIGNMENT AND DELEGATION
(to be prepared in three originals for
LESSOR, LESSEE and Assignee)
NOTICE OF ASSIGNMENT AND DELEGATION
LESSEE, as named hereafter, is hereby notified that the following described Schedule No. to Master Personal
Property Lease Financing/Multi-Term Contract (collectively, the "Lease") was assigned and delegated by LESSOR, as
named hereafter, to Assignee, as named hereafter, subject to and pursuant to paragraph K.1 of the Lease and the
Maricopa County Procurement Code, Section MC1-311.
After this Notice of Consent to Assignment and Delegation is executed by both LESSOR and Assignee, send it to:
Lessee's Name: Maricopa County
Address: Department of Finance
301 W Jefferson, Suite 960
Phoenix AZ 85003
Attn: Shelby L. Scharbach
Title: Chief Financial Officer
Telephone: (602) 506-3561
Telecopier: (602) 506-4451
Bid Serial No.:
Date of Lease: ,20l5
Lessor's (Assignor's/Delegator's) Name:
Address (Para M.12,b):
Attn:
Title:
Telephone:
Telecopier:
Assignee's/Delegatee's Name:
Address:
LESSOR hereby requests and instructs LESSEE that all Lease Payments commencing with the Lease Payment due on
. 2015, and coming due thereafter shall be paid to the order of Assignees name at the above address of Assignee. A
complete executed duplicate original counterpart of the assignment and delegation agreement between LESSOR and
Assignee dated , 2015 is attached hereto and incorporated herein by reference.
LESSOR wan-ants that LESSOR is not in default under the Lease and that Assignee is entitled to all of Lessor's rights
under the Lease.
Assignee acknowledges that Assignee is required to perform all duties of LESSOR under the Lease.
LESSOR and Assignee warrant that the undersigned are authorized to execute this Notice of Assignment and
23

Delegation.
DATED: 2015 DATED: 2015
LESSOR/ASS1GNOR/DELEGATOR: ASSIGNEE/DELEGATEE:
By: By:
Name: Name:
Title: Title:
CONSENT TO ASSIGNMENT AND DELEGATION
LESSEE hereby consents to the above-described assignment and delegation from LESSOR to Assignee pursuant to
paragraph K.1 of the Lease and MC1-310, including Assignee's right to receive Lease Payments to be made by the
LESSEE under the Lease
LESSEE represents and warrants to Assignee that LESSOR is not in default under the Lease as of the date of this
Consent to Assignment and Delegation, except for the following:
This Consent to Assignment and Delegation shall be effective on the date of the Lease Payment indicated in the
preceding Notice of Assignment and Delegation, unless a subsequent date is filled in the following blank, in which
event the effective date of this Consent to Assignment shall be that date: ( , 2015).
DATED this day of , 2015.
LESSEE
By:
Name:
Title: Chief Financial Officer
24

EXHIBIT 9
ESCROW AGREEMENT
This escrow agreement ("Agreement") is made and entered into this day of ,2000. by and among
, an ( ), Maricopa County, a political subdivision of the State of Arizona
("County"), and , an , ("Escrow Agent").
Background of Agreement
A. as "LESSOR" and County as "LESSEE" are parties to that certain "Personal
Property Lease Financing/Multi-Term Contract With Option to Purchase" of even date herewith
(the "Lease").
B. Pursuant to the terms of the Lease, agrees to lease to the County certain
software, hardware and other equipment (collectively the "Leased Property") as more particularly
described in the Lease. The Leased Property will be acquired in phases, rather than in a single lot.
C. and the County have agreed that will pay into an escrow account the
amount of ) (the "Equipment Acquisition
Fund") to be held by Escrow Agent pending the acquisition of the Leased Property. The
Equipment Acquisition Fund represents the entire "Capital Cost" (as defined in the Lease) of the
Leased Equipment.
D. The purpose of paying the Equipment Acquisition Fund into escrow is to consider the
Lease fully funded and to provide the County investment opportunities until all the Leased
Property is acquired.
NOW THEREFORE, The parties hereto, in consideration of the mutual covenants and agreements herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, agree as follows:
Section 1: Delivery of Equipment Acquisition Fund
Promptly following execution of this agreement, shall deliver the Equipment Acquisition
Fund to Escrow Agent to be held and invested by Escrow Agent pursuant to the terms set forth
herein.
Section 2: Granting Clause
ln order to provide funds to pay for the acquisition of the Leased Property as provided for and on
the terms and conditions set forth in Lease:
hereby irrevocably transfers to the Escrow Agent and its permitted successors in the
trusts hereunder, and their permitted successors and assigns, all right, title and interest of
in, to an under the amounts or items deposited by hereunder and any and all proceeds and
issue thereof to have and to hold in an irrevocable trust upon the terms and trusts herein set forth,
for the benefit of and the County as and to the extent herein set forth.
Section 3: Grant of Security Interest
The Escrow Agent and County agree and acknowledge that the Equipment Acquisition Fund are
being held by Escrow Agent for disbursement as set forth in Section 4. , through the
Escrow Agent, possesses a security interest in such Equipment Acquisition Fund, and all proceeds
thereof, which security interest is hereby granted by the County. In the event the Equipment
Acquisition Fund, or any part thereof, is converted to investments as set forth in this Agreement.
such investments shall be made in the name of Escrow Agent and the Escrow Agent shall hold
such investments as bailee for so that
is deemed to have possession of such investments for the purpose of perfecting its security
interest. The County hereby grants to a perfected security
25

interest in any and all such investments.
Section 4: Acquisition of Leased Property
As long as there has not occurred an event of default by the County under the Lease, the
Equipment Acquisition Fund in an amount not to exceed $ shall be paid to
certain vendors ("Vendors") to acquire the Leased Property. Escrow Agent shall disburse funds to
Vendors only upon receiving a Payment Request Form, in the form attached hereto as Exhibit "A"
executed by the County and
execution of a Payment Request Form shall constitute notice that no event of default has occurred.
Section 5: Investment of Funds by Escrow Agent
All funds held in accordance with this Agreement shall be invested in: (a) securities which are
general obligations of or are guaranteed as to the payment of principal and interest by the United
States of America; (b) obligations, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following: Federal Home Loan Bank System, Government National
Mortgage Association, Farmer's Home Administration, Federal Home Loan Mortgage Corporation
or Federal Housing Administration; (c) certificates of deposit issued by or other forms of deposits
in any national or state bank to the extent that such deposits are fully insured by the Federal
Deposit Insurance Corporation or any successor agency which is backed by the full faith and
credit of the United States; or (d) money market funds registered under the Investment Company
Act of 1940 whose shares are registered under the Securities Act of 1933 which have a rating of
"AAAm-G," or "AAAm" from Standard & Poors Corporation and which invests solely in
investments described in subsections (a), (b) and/or (c) herein.
The Escrow Agent shall receive investment direction from the County. The Escrow Agent shall,
in the absence of investment direction, invest in the investments described herein in item 4(d).
The Escrow Agent shall pay earnings from the investments to on a periodic
basis which shall be applied toward Lease payments required under EXHIBIT 4 of the Lease. The
Escrow Agent shall provide the County a statement of such investment earning payments as they
are made to
Section 6: Sufficiency of Instruments
The Escrow Agent shall not be liable or responsible for any representation, act or omission of
and/or County, or any of their/its organizers, agents, and employees
and shall not be responsible or liable for the sufficiency, genuineness or validity of any document
or instrument executed or deposited hereunder. The Escrow Agent shall have no duty to inquire
beyond the face of any certificate, document, instrument, letter of instructions or writing delivered
to it. The Escrow Agent may rely on any signature of any agent of any of the parties to this
Agreement and may assume that any person purporting to act in accordance with the provisions of
this Agreement has been duly authorized to do so. All checks, drafts, orders for payment of funds
shall be deposited with the Escrow Agent for collection only, until funds are actually received.
The Escrow Agent may require that any instructions received pursuant to the terms of this
Agreement be in writing.
Section 7: Indemnification
and/or County shall indemnify, hold harmless, and defend Escrow
Agent from any and all costs, damages, judgment, reasonable attorney's fees, expenses,
obligations, liabilities of any kind and nature which, in good faith Escrow Agent may incur or
sustain in connection with or arising out of this Agreement. unless arising out of the bad faith,
negligence, dishonesty, or willful misconduct of Escrow Agent. In the event any claims or
demands are made upon the Escrow Agent which are or may be adverse to. or which may or could
expose Escrow Agent to double or multiple liability, or in the event of any levy, garnishment or
attachment against and/or County, the Escrow Agent shall have
the full right of interpleader in any court having jurisdiction of the matter and shall be entitled to
payment from the party or parties against whom the claim has been filed for reasonable attorney's
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fees and costs incurred in connection with any such claims, demands or interpleader proceedings.
In the event that any party is or becomes indebted to Escrow Agent for any sum, such sum shall be
payable on demand, and if not paid within thirty (30) days after demand, shall bear interest at the
rate of twelve percent (12%) per annum from the date of demand until paid.
Section 8: Compensation of Escrow Agent
County shall pay all fees and charges of the services rendered by Escrow Agent as per the
schedule of fees attached to this Agreement as Exhibit "
Section 9: Notices
(a) All notices to be given by either party to the other party shall be in writing, shall
be served by depositing the notice in the United States mail, certified, return receipt
requested, with certification and postage charges prepaid, properly addressed and directed
to the party to receive the notice as follows:
Maricopa County
Chief Financial Officer
301 W. Jefferson, 9th Floor
Phoenix, Arizona 85003
As to Escrow Agent:
(b) Any party may designate a different person or entity or place to or at which
notices shall be given by delivering a written notice to that effect or the other party,
which notice shall be effective after it is actually received by the other party.
(c) In lieu of mailing, any notice may be personally delivered if receipt of delivery
is acknowledged by the receiving party.
Section 10: Modifications
This Agreement may be amended solely by an agreement in writing signed by
and County, and the Escrow Agent.
Section 11: Assignment
This Agreement may not be assigned by any party without the expressed written approval of all
other parties hereto.
Section 12: Merger or Consolidation
Any company or national banking association into which the Escrow Agent may be merged or
converted or with which it may be consolidated or any company or national banking association
resulting From any merger, conversion or consolidation to which it shall be a party or any
company or national banking association to which any Escrow Agent may sell or transfer all or
substantially all of its corporate trust business, provided such company or national banking
association shall be a bank or trust company organized under the laws of any state of the United
States or a national banking association and shall be authorized by law to perform all the duties
imposed upon it by the Agreement, shall be the successor to such Escrow Agent without the
execution or filing of any paper or the performance of any further act, provided that such
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successor to such Escrow Agent shall be eligible under the provisions of this Agreement
Section 13: Counterparts
This Agreement may be executed in any one or more counterparts, each of which shall be deemed
to be an original instrument and each shall have the force and effects of an original and all of
which together constitute, and shall be deemed to constitute, in the aggregate, one and the same
instrument.
Section 14: Term
(a) The Escrow Agent may resign at any time by giving not less than thirty (30)
days' written notices to and County at the address below on the
effectiveness of such resignation, the Escrow Agent shall deliver to any escrow agent
agreed upon by and the County, all documents and money
held hereunder, and thereupon the Escrow Agent will be released of any further
responsibility or obligation in connection with the funds held in under the terms of the
Agreement. Provided, however, upon resignation, Escrow Agent shall refund to the
County the Annual Administration Fee for the year in which it resigns.
(b) In the event of any conflicting demand, disagreements or disputes arising out of
the subject matter of the Agreement or should the Escrow Agent resign and the parties
fail to select another escrow agent to act in its stead, the Escrow Agent shall have the
right, at its option, to refuse to comply with any claims or demand on it, or refuse to take
any other action hereunder, so long as such disagreement continues, in doing so the
Escrow Agent shall not be or become liable for damages or interest to
and/or County, or any persons for its failure to comply with such conflicting or adverse
demands, the Escrow Agent may continue to so refuse to act until (i) the rights of the
adverse claimants have been finally adjudicated in a court assuming and having
jurisdiction, or (ii) all differences have been settled by mutual agreement and the Escrow
Agent shall have been notified thereof in writing signed by all interested persons.
Alternatively the Escrow Agent may file a suit in interpleader for the purpose of having
the respective rights of the claimants adjudicated, and deposit with the courts all funds
and documents held hereunder.
(c) Upon the termination of this Agreement prior to the fulfillment of all obligations
hereunder and/or upon the occurrence of an event of default by County under the Lease
(as evidenced by a notice of such default from to the Escrow
Agent and the County) Escrow Agent shall immediately liquidate all non-cash
investments and deliver all of the Escrow Funds (including, without limitation, any
interest earned on any of the investments) to in satisfaction of the
Lease and the balance of any funds paid to the County. In such event, any continuing
obligation by LESSEE to make payments to LESSOR shall be reduced commensurate
with the Escrow Funds received by LESSOR. Any payments to
from Escrow Funds pursuant to this section shall not be in lieu of, but shall be in addition
to any other rights and remedies that BAAZ may have under the Lease and/or at law or
equity.
Section 15: Headings
The headings in this Agreement are inserted for convenience of reference only, and shall in no
way affect, modify or define the text of this Agreement.
Section 16: Capitalized Terms
All capitalized terms used herein shall have the same meaning, as ascribed to them in this
Agreement. In the event of any conflict or inconsistency between the terms and conditions of the
Agreement and the terms and conditions of any other agreement, the terms and conditions of the
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Agreement shall control.
Section 17: Governing Laws
The Agreement is made and executed under the laws of the State of Arizona and shall be governed
and construed in accordance with such laws.
Section 18: Power of Attorney in Favor of Escrow Agent
hereby irrevocably constitutes and appoints the Escrow
Agent, and any officer or agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place instead of
, and in the name of , or in its own name, from time to
time, in Escrow Agent's discretion, for the sole purpose of carrying out its own responsibilities as
Escrow Agent under the terms of this Agreement, and, to the extent permitted by applicable law,
to take any and all appropriate action and to execute any and all documents and instruments which
may be necessary or desirable to accomplish its responsibilities as the Escrow Agent under the
terms of this Agreement. The powers conferred to the Escrow Agent hereunder shall not, in and
of themselves, impose any duty upon the Escrow Agent to exercise any such powers. The
authorization contained in this section is coupled with an interest. Nothing herein shall, or shall be
construed to, alter the Escrow Agent's status as agent for for the
purposes of holding collateral and perfection of security interests therein.
Section 19: Provisions with respect to Escrow Agent
Beyond the use of reasonable care in the custody of the Escrow Funds, and any investments made
therefrom, Escrow Agent shall be under no responsibility with respect to any of the funds or
securities and deposit with it, other than to comply with the specific duties and responsibilities set
forth in this Agreement. The Escrow Agent shall have no responsibility for the genuineness or
validity of any document or other item deposited with it. The Escrow Agent, in its capacity as
escrow agent, shall incur no liability to either or the County
arising out of any action taken by it hereunder, except for any such action constituting willful
misconduct, bad faith, dishonesty or negligence.
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IN WITNESS WHERE OF, the parties here to executed this Agreement as of the date first above written.
MARICOPA COUNTY
Chairman, Board of Supervisors
Title
ATTEST:
Clerk of the Board
APPROVED AS TO FORM:
Legal Counsel
Date:
Signature & Name
Title
Address
City, State, Zip
ESCROW AGENT:
Signature & Name
Title
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