DRAFT DELL MLA.DOC

PERSONAL PROPERTY MASTER LEASE FINANCING/MULTI-TERM AGREEMENT
NUMBER __________________
This Personal Property Master Lease Financing/Multi-Term Agreement is dated this 21st day of January, 2015 and
made by and between Dell Financial Services L.L.C., as LESSOR, and MARICOPA COUNTY, a political
subdivision of the State of Arizona, as LESSEE, pursuant to A.R.S. § 11-251, 11-651, 11-652, and 11-653 and the
Maricopa County Procurement Code per Maricopa County contract 10110-IGA or current contract.
IT IS UNDERSTOOD AND AGREED AS FOLLOWS:
LESSOR hereby leases to LESSEE, and LESSEE hereby leases from LESSOR the Property upon the following terms
and conditions:
A. DEFINITIONS:
1. "MC" means the Maricopa County Procurement Code.
2. “Agreement” means this Personal Property Master Lease Financing/Multi-Term Agreement
3. "A.R.S." means Arizona Revised Statutes.
4. "Lease" means each Schedule entered into under the terms of this Personal Property Master
Lease/Multi-Term Agreement with an option to purchase, each Schedule with its Exhibits (a sample
of which is attached hereto), and incorporated herein by reference as if set forth in full.
5. "Acceptance Date" means the date when the Property is fully installed and operating to the
satisfaction of LESSEE, and LESSEE has signed the Acceptance Certificate. The Acceptance Date
is set forth in each Lease purchase schedule, but in no case shall be more than 30 days following the
receipt of Property. If the Acceptance Date occurs later than 30 days following LESSEE’s receipt of
the Property, LESSOR has the right to (a) adjust the Lease Term and payment structure, including all
amounts due under the Lease, or (b) to reject the lease of the Products to LESSEE.
6. "Lease Term" means the total payment period shown in in each Lease purchase schedule, over
which LESSEE is obligated to make lease payments, and includes (i) the "Original Term" which is
the period beginning with the Acceptance 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 rental payment of
LESSEE is scheduled to be paid.
7. "LESSEE" means Maricopa County, acting through its Board of Supervisors pursuant to the
Maricopa County Procurement Code and state statutes.
8. "LESSOR" means (i) the person named in the first paragraph of this Lease and whose address is
shown in the Lease purchase schedule, any surviving, resulting or transferee person, including
corporation, partnership or foundation; and (iii) except where the context otherwise requires, any
assignee of LESSOR.
9. "Property" means the furniture, equipment, materials, vehicles or relocatable buildings as
specifically described in each Lease purchase schedule.
10. "State" means the State of Arizona.
11. "USFR" means the Uniform System of Financial Records.

12. "Vendor" means the person who sold the Property, who is to receive payment from LESSOR and
whose name appears in each Lease purchase schedule.
B. LESSOR hereby leases to Lessee and LESSEE hereby leases the equipment (“Products”), Software, and
services or fees, where applicable, as described in any lease schedule ("Schedule"). Each Schedule shall incorporate by
reference the terms and conditions of this Agreement and contain such other terms as are agreed to by LESSEE and
LESSOR. Each Schedule shall constitute a separate lease of Products ("Lease"). In the event of any conflict between
the terms of a Schedule and the terms of this Agreement, the terms of the Schedule shall prevail. LESSOR reserves all
rights to the Products not specifically granted to LESSEE in this Agreement or in a Schedule. Execution of this
Agreement does not create an obligation of either party to lease to or from the other.
LESSOR shall deliver to LESSEE a Schedule for Products. Lessee agrees to sign or otherwise authenticate (as defined
under the Uniform Commercial Code, “UCC”) and return each Schedule by the later of the Acceptance Date or five (5)
days after LESSEE receives a Schedule from LESSOR. If the Schedule is not signed or otherwise authenticated by
LESSEE within the time provided in the prior sentence, then upon written notice from LESSEE and LESSEE’s failure
to cure within five (5) days of such notice, LESSOR may require the LESSEE to purchase the Products by paying the
Product Cost charged by the seller or supplier, plus any shipping charges, taxes or duties and interest accruing from the
date the Products are shipped through the date of payment. If LESSEE returns any leased Products in accordance with
the seller’s or supplier’s return policy, it will notify LESSOR. When LESSOR receives a credit from the seller or
supplier for the returned Product, the Schedule will be deemed amended to reflect the return of the Product and
LESSOR will adjust its billing records and LESSEE’s invoice for the applicable Lease. In addition, LESSEE and
LESSOR agree that a signed Schedule may be amended by written notice from LESSOR to LESSEE provided such
notice is (i) to correct the serial (or service tag) number of Products or (ii) to adjust the related Rent on the Schedule
(any increase up to 15% or any decrease) caused by any change made by LESSEE in LESSEE’s order with the seller or
supplier.
C. LESSEE'S REPRESENTATIONS AND DISCLAIMERS:
1. 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 and the transaction contemplated hereby,
and to perform all of its obligations hereunder.
b. Agreement and each Lease is Enforceable. LESSEE is duly authorized to execute and
deliver this Agreement and each Lease entered into thereunder, and further represents and
warrants that the officials executing this Agreement and each Lease 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, and
the LESSEE has complied with such public bidding requirements as may be applicable to
(i) each Lease; (ii) the acquisition of the Property under each Lease by the LESSEE; and
(iii) the acquisition of the Property through each Lease entered into hereunder by LESSEE.
c. Initial Funding for each Lease. Upon entering into each Lease, LESSEE represents 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 each Lease. It is LESSEE’S
intent to make payments on each Lease for the Lease Term as described in the Amortization
Schedule and to acquire unencumbered title to the Property upon the final lease payment.
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 OR
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
LEASE TO LESSOR. THE FOREGOING DISCLAIMERS DO NOT APPLY
WHERE LESSOR IS THE VENDOR, AGENT OR REPRESENTATIVE OF
VENDOR.
e. Tax-Exempt Status of This Transaction. LESSEE represents, covenants and warrants as
follows:
i. LESSOR shall on LESSEE’S behalf file an IRS form 8038-G for each Lease in
accordance with the information reporting requirements of Section 149(e) of the
Internal Revenue Code of 1986 (the “Code”)., and shall provide LESSEE with copies
and proof of all such filings.
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 any Lease to be an arbitrage bond within the meaning of
Section 148(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 any 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.
Concerning the preceding Subparagraphs C.1.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 C.1.e.ii, iii and iv.
If the interest portion of the payments to be made by LESSEE under any Lease is
includable in LESSOR’S gross income for federal income tax purposes because of
LESSEE’S failure to execute the completed information reports provided by Lessor
required by Subparagraph C.1.e.i above, the payments to be made by LESSEE hereunder
coming due on and after the date LESSEE is notified by LESSOR that the Internal Revenue
Service has determined that the interest portion of the payments to be made by LESSEE
under any Lease is includable in LESSOR’S gross income for federal income tax purposes
(the Taxable Interest Rate Date), shall be adjusted to reflect the Annual Taxable Interest
Rate in Paragraph 4 of such Lease. This increase in the payments to be made by LESSEE
under any such Lease herein shall be an additional payment due and payable over the
remaining payments to be made by LESSEE under the applicable Lease commencing with

the first such payment in LESSEE’S first fiscal year following the fiscal year in which the
Taxable Interest Rate Date occurs. 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 such Lease unless the termination results from a
nonappropriation of funds or nonavailability of budgeted funds pursuant to Paragraph F.1 of
this Agreement. In the event the interest portion of the payments to be made by LESSEE
under such Lease subsequently are determined by the Internal Revenue Service to not be
includable in LESSOR’S gross income, the payments to be made by LESSEE shall be
reduced to the payments originally required under such 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.
f. Essential Use. LESSEE represents that the use of the Property is essential to its operations.
D. LESSOR'S REPRESENTATIONS
1. Lease of the Property. LESSOR recognizes that the transaction described in each Lease is a lease of the
Property with title in LESSEE subject to the encumbrance described in paragraph I of this Agreement.
2. No Indebtedness Created. LESSOR understands that the lease payments under each Lease shall be made
on the dates and in the amounts described on each Lease Schedule and the Amortization Schedule
included therein, 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 any Lease entered into 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 each
Lease. 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 each
Lease.
E. TERM:
The Lease Term commences on the Acceptance Date stated on each Lease. The Lease Term continues until
such Lease is terminated (a) by mutual agreement; (b) in accordance with the provisions of paragraph F of this
Agreement; (c) when final payment is made from LESSEE to LESSOR, or as provided by A.R.S. §11-653.
F. TERMINATION AND CANCELLATION BY LESSEE:
1. Termination Due to Nonavailability of Funds. Each payment obligation of LESSEE created under
each Lease hereunder 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, a 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. The termination of such Lease pursuant to the provisions of this paragraph shall
not constitute an Event of Default under such Lease. 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.
2. Cancellation Due to Conflict. LESSEE within three (3) years after the execution of a Lease may
cancel such Lease, 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 the Lease on
behalf of the LESSEE is, at any time while the Lease or any extension of the 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 the 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 a 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.
G. 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 each Lease purchase schedule which sets forth the interest component and the principal
component of each lease payment, during the Lease Term of the Lease.
a. First Lease Payment. The first lease payment shall be due from LESSEE to LESSOR as set
forth in the Lease purchase schedule. Notwithstanding the foregoing, no Lease payments
are due until LESSOR has paid to vendor the total sum due under the purchase contract for
the property and LESSEE has received written confirmation from vendor or other evidence
satisfactory to LESSEE that vendor has been paid in full. If vendor delays for any reason or
fails to provide such proof to LESSEE within 10 days of payment by LESSOR, LESSEE
agrees to accept proof of such payment by LESSOR in lieu of vendor’s.
2. Late Payment Penalty. 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 Lease purchase schedule for each day which has elapsed
after the due date.
3. Payment During a Dispute. The obligations of LESSEE to make rental payments required under a
Lease shall be absolute and unconditional in all events, except as expressly provided under each
Lease. 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 rental payments hereunder during the Lease Term, except in the event the
LESSOR is the vendor.
4. Taxes. 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 the
Lease, all transaction privilege (sales and use) taxes applicable to the acquisition or use of the
Property, 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, have been
paid or will be paid by LESSEE.

5. Right to Prepay; Release. 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 Amortization Schedule 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. 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.
6. Release of LESSOR’S interest. Upon LESSEE’S payment of all lease payments and all other
amounts, if any, due under each Lease, LESSEE shall own the property full and clear of any
interest of LESSOR and, to the extent necessary in Lessor’s sole judgment, LESSOR shall
execute financing statements or other documents reasonably required to evidence the release
of LESSOR’S security interest in the property.
7. Taxes and Other Charges
a. Net, Net, Net Lease. The parties agree that each Lease is a net, net, net lease. Therefore,
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 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 G.6.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 while any amounts are being disputed, LESSEE shall
nonetheless promptly pay such taxes, assessments or charges. During the period when any
taxes, assessments or other charges so contested remain unpaid, LESSEE shall be
responsible for any additional fees, tariffs or interest that may accrue on said amounts due
and owing hereunder.
8. Additional Rent. In order to comply with the above Subparagraph G.6, LESSEE agrees to pay to
LESSOR the following amount, if any whenever applicable, as additional rent:
a. 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 a 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.
9. Additional Rent Is Subject to Being Budgeted. LESSEE’S obligation to pay additional rent pursuant
to the above Subparagraph G.7 in any subsequent Renewal Term is subject to such funds being
budgeted and available for payment as provided in Paragraph F.1. 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, 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 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 in on the Lease purchase schedule.
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 on a Lease, and is repaid as
provided for in this paragraph, such Lease shall not be deemed terminated pursuant to Paragraph F.1.
H. DELIVERY OF RELATED DOCUMENTS:
1. LESSEE shall sign or provide a signed Lease Purchase Schedule attached to this MLA
(ATTACHMENT 1) along with the following documents attached, if applicable:
a. Attachment 1: Lease Purchase Schedule
b. Exhibit A to Lease Purchase Schedule: A description of the Property, complete with
Vendor name, model number and quantities, acquisition cost, any applicable taxes or
shipping fees, and the shipping/delivery addresses;
c. Exhibit B to Lease Purchase Schedule: An amortization table providing for payment due
dates and amounts;
d. Exhibit C to Lease Purchase Schedule: an Early Termination Table providing for buyout
amounts due if LESSEE wishes to purchase the Products at a date earlier than the end of
lease;
e. Exhibit D to Lease Purchase Schedule: An Acceptance Certificate confirming LESSEE’S
acceptance of the Property;
f. Exhibit E to Lease Purchase Schedule: An Opinion of Counsel letter by LESSEE’s attorney
confirming LESSEE’S authority, and representations, as specified in Section C on all Lease
Purchase Schedules over $250,000;
g. Internal Revenue Service forms as provided by LESSOR and where appropriate for each
Lease Purchase Schedule;
h. Written consent by way of LESSEE signing this Agreement for LESSSOR to file any
necessary financing statements or other documents to perfect LESSOR’S security interest
in the Property, if any;
i. The original invoice or a copy if the original cannot be obtained, for the Property from
Vendor to LESSEE for each Lease Purchase Schedule; and
j. Attachment 2 to this MLA: LESSEE’S Verification of Self-Insurance, along with a sample
questionnaire for LESSOR’S informational purposes only.
2. 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.
I. INTERESTS OF TITLE AND SECURITY:
1. Title; Security Interest; Recording Documents. Legal title to the Property on any Lease Schedule
shall be vested in LESSOR on the Acceptance Date. LESSOR may file or record any part or all of

each 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.
2. The Property Is Personal Property. The Property 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 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 Property if LESSEE Terminates. Upon the termination of each Lease pursuant to the
provisions of paragraph E 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 as necessary
to return the Property 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 the applicable
Lease. At LESSOR’S request 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 no obligation to) obtain
the Certificate and any charges associated therewith shall be borne by LESSEE.
J. MAINTENANCE AND INSPECTION OF PROPERTY:
1. Maintenance. 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 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. 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.
K. RISK OF LOSS:
LESSEE shall use the Property in a careful and proper manner. LESSEE, through its self-insurance program,
shall be responsible for all risks of loss to the Property and for all loss or damage to or by the Property. If
prior to the termination of a Lease the Property 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, and, upon such payment, LESSOR’S
security interest in such the Property shall terminate. During any period that the Property 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.
L. ASSIGNMENT:
1. By LESSOR. LESSOR may at any time and without notice, but subject to the rights of LESSEE,
transfer, assign or grant a security interest in any Product, any Lease or any rights or obligations
hereunder or thereunder in whole or in part. At no time shall such assignment change LESSEE’s
payment or other obligations hereunder. If said assignment or transfer does change such payment
obligations, then LESSOR must receive the prior written permission of LESSEE, pursuant to MC1-
311, and by the Chief Financial Officer of Maricopa County, 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. LESSEE and the Chief Financial Officer of Maricopa County consents to
such assignments herein, 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 each Lease directly to the assignee without abatement or reduction of any kind.
During the Lease Term 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. Each Lease and LESSEE’S obligations hereunder 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.
Certificates of Participation. No Certificates of Participation shall be issued hereunder.
M. EVENTS OF DEFAULT AND REMEDIES:
1. Events of Default. Any of the following events shall constitute an event of default under this
Agreement and each Lease hereunder:
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 and such failure continues for thirty (30) days without cure after LESSOR
provides LESSEE written notice of the failure; or
c. LESSEE (i) is generally not paying its debts as they become due or (ii) takes action for the
purpose of invoking the protection of any bankruptcy or insolvency law, or any such law is
invoked against or with respect to LESSEE or its property and such petition is not
dismissed within 60 days; or
d. LESSEE is in default under any other lease, contract, or obligation now existing or
hereafter entered into with LESSOR or Seller or any assignee of Lessor.
2. Remedies; Return of Title and Possession to LESSOR. If LESSEE defaults, all of LESSEE’s rights
(including its rights to the Products), but not its obligations hereunder, shall automatically be
cancelled without notice and LESSOR may at its option do any or all of the following remedies in its
sole discretion:
a. Terminate the applicable Lease by providing written notice to LESSEE.
b. Require LESSEE to return any or all Products if requested by LESSORR, assemble the
Products in a single location designated by LESSOR granting LESSOR the right to enter
the premises where such Products are located for the purpose of repossession; or otherwise
take possession of the Property wherever situated with ten (10) days' written notice before
entering the premises. 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. Sell, lease or otherwise dispose of any or all Products (as agent and attorney-in-fact for
LESSEE to the extent necessary) upon such terms and in such manner (at public or private
sale) as LESSOR deems advisable in its sole discretion (a "Disposition");
d. Declare immediately due and payable as a pre-estimate of liquidated damages for loss of
bargain and not as a penalty, the Stipulated Loss Value of the Products in lieu of any further
Rent, in which event LESSEE shall pay such amount to LESSOR within 10 days after the
date of LESSOR’s demand; or
e. Proceed by appropriate court action either at law or in equity (including an action for
specific performance) to enforce performance by LESSEE or recover damages associated
with such Event of Default, or exercise any other remedies at law or in equity 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, including
reasonable legal fees and expenses., In the event LESSOR recovers proceeds from its Disposition of the
Products, LESSOR shall credit such proceeds (net of Default Expenses) against the owed Stipulated Loss
Value. LESSEE shall remain liable to LESSOR for any deficiency. With respect to this Section, to the extent
the proceeds of a Disposition (net of Default Expenses) exceed the Stipulated Loss Value owed under the
Lease, or if LESSEE has paid LESSOR the Stipulated Loss Value, the Default Expenses and all other
amounts owing under the Lease, LESSEE shall be entitled to such excess and shall have no further obligations
with respect to such Lease. All rights of LESSOR are cumulative and not alternative and may be exercised by
LESSOR separately or together.
N. GENERAL:
1. Approval by LESSEE’S Attorney Required. Each Lease is conditioned upon the approval as to form
by LESSEE’S attorney.
2. 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, may and shall peacefully and
quietly have, hold, possess and enjoy the Property for the Lease Term without suit, molestation or
interruption.
a. Relocate Property. LESSEE at its own risk and expense may transfer the Property from one
location within LESSEE’S district to another. LESSEE shall advise LESSOR in writing
prior to any relocation of the Property.
3. Disputes. The parties acknowledge and agree that any dispute arising out of any Lease shall be
resolved as provided in the Maricopa County Procurement Code, Section MC1-906. In the event of
a dispute between LESSEE and LESSOR under a Lease, 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.
4. Governing Law and Venue. The parties agree that this Agreement and each Lease 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,
including any action involving any assignee of LESSOR, whether for the enforcement thereof or
otherwise, shall be brought in Maricopa County.
5. Interpretation; Entire Agreement. The parties agree that the terms and conditions of this Agreement
and each Lease supersede those of all previous agreements between LESSEE and LESSOR relating
to the Property, including the solicitation documents and LESSEE’S award notice between the

parties that preceded this Agreement, and that this Agreement and each Lease contains the entire
agreement between the parties hereto.
6. No Implied Obligations. Except as herein otherwise expressly provided, neither party shall be
required under this Agreement to provide any services or make any expenditures.
7. Amendment. This Agreement and each Lease 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.
8. Headings. The headings in this Agreement and each Lease are for convenience only and in no way
define, limit or describe the scope or intent of any provision or paragraph of this Agreement or a
Lease.
9. Parties Bound by This Agreement. Each party acknowledges that it has read this Agreement and
each Lease, understands it and agrees to be bound by its terms and conditions. Further, the parties
agree that this Agreement and each Lease shall be binding on the assignees and successors in interest
of each of the parties.
10. Invalidity of a Term. The parties agree that in the event any term, covenant or condition herein
contained or in any Lease 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.
11. Inspection and Audit. All books, accounts, reports, files and other records relating to this Agreement
or any Lease, 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 each Lease. 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.
12. 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
http://www.azgovernor.gov/dms/upload/EO_2009_09.pdf 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.
13. Notices. Any notice given pursuant to this Agreement or any Lease shall be in writing and shall be
considered to have been given when actually received at the following addresses:
a. If to LESSEE:
Attn:
Title:
Telephone: 602/ -
Facsimile: 602/ -
and to:

Maricopa County
Department of Finance
301 W Jefferson, Suite 960
Phoenix, AZ 85003-2494
Attn: Shelby L. Scharbach
Title: Chief Financial Officer
Telephone: 602/506-3561
Facsimile: 602/506-4451
b. If to the LESSOR and/or placement Broker:
Attn:
Title:
Telephone: 602/ -
Facsimile: 602/ -
Executed this 21st day of January, 2015
LESSOR: LESSEE:
Dell Financial Services L.L.C. Maricopa County
By: By:
Name: Name:
Title: Title: Chairman,
Board of Supervisors
ATTEST:
By:
Name:
Title: Clerk of the Board
APPROVED AS TO FORM:
Date:
By:
Lessee’s Attorney
Address: 301 W Jefferson, 9th FL.
Phoenix AZ 85003

ATTACHMENT 1 (SAMPLE)
TO PERSONAL PROPERTY MASTER
LEASE FINANCING/MULTI-TERM AGREEMENT
NUMBER __________________
THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF PERSONAL
PROPERTY MASTER LEASE FINANCING/MULTI-TERM AGREEMENT NO. ________ ("Agreement")
DATED ________ __, 2015 BETWEEN DELL FINANCIAL SERVICES L.L.C. (“Lessor") AND MARICOPA
COUNTY ("Lessee").
LESSOR hereby agrees to lease and/or make available to LESSEE subject to the terms, conditions and provisions
set forth in this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and
not defined herein shall have the meaning ascribed to it in the Agreement.
1. Capital Cost: $Provided on Exhibit A
2. Lease Term : years or months Provided on Exhibit A
3. Annual Interest Rate: Provided on Exhibit B %
4. Annual Taxable Interest Rate: Provided on Exhibit B %,
is applicable if interest becomes taxable to LESSOR because of Lessee’s failure to execute the
information reports required by paragraph C.1.e.
5. Payment Due Date: Provided on Exhibit B
6. Lease Payment: $ Provided on Exhibit B
(Monthly/Quarterly/Yearly)
7. Late Charge: Annual Interest Rate (Paragraph .3) plus two percent (2%), or the maximum Interest
Rate permitted by law, whichever is less.
8. Purchase Order (“PO”)
Number:
9. Vendor: Provided on Exhibit A.
Name:
Address:
10. Location of the Property: Provided on Exhibit A
11. The sales tax was paid or shall be paid by the Vendor of the Property. Any use or property tax, if
not included in the financed amount, shall be due and owing separately by the LESSEE.

12. Property Acceptance Date: Provided on Exhibit E
13. End of Lease Option. Provided that no Event of Default has occurred and is continuing, at least 60 days but no
more than 180 days before the end of the Final Renewal Term, LESSEE will give irrevocable written notice to
LESSOR of its intention to: (i) retain Products pursuant to the lease purchase terms stated herein, or; (ii) return the
Products in accordance with the Agreement for a fee agreed upon by both parties. Upon satisfaction by LESSEE of
such conditions, LESSEE shall be entitled to LESSOR’s interest in the Products, AS IS, WHERE IS, WITHOUT
WARRANTY OR RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, BY OR AGAINST LESSOR,
INCLUDING ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR AGAINST INFRINGEMENT, other than the absence of any liens by, through, or under LESSOR.
14. Completion of Schedule. Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products
from time to time as necessary. If Lessee delivers this signed Schedule, any amendment or other document related to
this Lease or the Agreement (each a “Document”) to LESSOR by facsimile transmission, and LESSOR does not
receive all of the pages of that Document, LESSEE agrees that, except for any pages which require a signature,
LESSOR may supply the missing pages to the Document from LESSOR’s database which conforms to the version
number at the bottom of the page. If LESSEE delivers a signed Document to LESSOR as an e-mail attachment,
facsimile transmission or by U.S. mail, LESSEE acknowledges that LESSOR is relying on LESSEE’s representation
that the Document has not been altered. LESSEE further agrees that, notwithstanding any rule of evidence to the
contrary, in any hearing, trial or proceeding of any kind with respect to a Document, LESSOR may produce a
tangible copy of the Document transmitted by LESSEE to LESSOR by facsimile or as an e-mail attachment and
such signed copy shall be deemed to be the original of the Document. To the extent (if any) that the Document
constitutes chattel paper under the Uniform Commercial Code, the authoritative copy of the Document shall be the
copy designated by LESSOR or its assignee, from time to time, as the copy available for access and review by
LESSEE, LESSOR or its assignee. All other copies are deemed identified as copies of the authoritative copy. In the
event of inadvertent destruction of the authoritative copy, or corruption of the authoritative copy for any reason or as
the result of any cause, the authoritative copy may be restored from a backup or archive copy, and the restored copy
shall become the authoritative copy. At LESSOR’s option, this electronic record may be converted into paper form.
At such time, such paper copy will be designated or marked as the authoritative copy of the Document.
By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Lease Purchase
Schedule and the attached Exhibits A, B, C, D, E, and F
Executed this 21st day of January, 2015.
LESSOR: LESSEE:
Dell Financial Services L.L.C. Maricopa County
By: By:
Name: Name:
Title: Title: Chairman,
Board of Supervisors
ATTEST:
By:
Name:
Title: Clerk of the Board
APPROVED AS TO FORM:
Date:
By:
Lessee’s Attorney

Address222 North Central Avenue, 11th Floor
Phoenix AZ 85003

Exhibit A (SAMPLE)
TO LEASE PURCHASE SCHEDULE NO. _____________
Product description, Costs and Shipping/Delivery address
And Vendor name/address
(as generated from LESSOR’s system)

Exhibit B (SAMPLE)
TO LEASE PURCHASE SCHEDULE NO. _____________
Amortization Table
Payment/ Opening RENT INTEREST PRINCIPAL Balance Purchase
#/Due Balance Price
Date
DLED
1. xx/xx/xx
2. xx/xx/xx
3.xx/xx/xx
4.xx/xx/xx

Exhibit C (SAMPLE)
TO LEASE PURCHASE SCHEDULE NO. _____________
Early Termination Table
*Annual Pmts in advance
Term: 48
Type: TELP
Product:
Interest Rate:
Interest Rate Early Term %
1
2
3
4
NOTES: The table assumes all payments due have been paid, including any payment due in the month listed.
Assumes all misc expenses & taxes are paid that are due.

Exhibit D (SAMPLE)
TO LEASE PURCHASE SCHEDULE NO. _____________
Form of Acceptance Certificate
ACCEPTANCE CERTIFICATE
1. Acceptance. In accordance with the Lease, LESSEE hereby certifies that all of the Property
described in EXHIBIT A 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.
2. Property Description. See EXHIBIT A of the Lease.
3. Date of Acceptance. The date provided on this Acceptance Certificate.
DATED the day of 2015
LESSEE:
By:
Name: Shelby L. Scharbach
Title: Chief Financial Officer

Exhibit E (SAMPLE)
TO LEASE PURCHASE SCHEDULE NO. _____________
Sample Opinion of Counsel letter
(to be provided on LESSEE’s attorney letterhead)
, 2015
Dell Financial Services L.L.C.
One Dell Way
Round Rock, TX 78682
RE: Personal Property Lease dated as of , 2015
OPINION OF COUNSEL
Bid Serial No.
Dear Chairman:
I have acted as Counsel to Maricopa County ("LESSEE") with respect to that certain Personal Property
Lease ("Lease") dated as of , 2015, by and between Dell Financial Services L.L.C. ("LESSOR") and
LESSEE. I have reviewed the Lease and such other documents, records and certificates of LESSEE and
appropriate public officials as I have deemed relevant and am of the opinion that:
1. LESSEE is a political subdivision of the State of Arizona, with the requisite power and
authority to incur the obligation described in the Lease;
2. 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

ATTACHMENT 2 (SAMPLE)
TO THE PERSONAL PROPERTY MASTER
LEASE FINANCING/MULTI-TERM AGREEMENT
NUMBER __________________
INSURANCE INFORMATION CERTIFICATE
To Be Submitted on Lessee’s Letterhead
To: Dell Financial Services L.L.C.
One Dell Way
Round Rock, TX 78682
Re: Self-Insurance under Master Lease Agreement No. _____ effective _________ (the
“Agreement”) with Dell Financial Services L.L.C.(“DFS”) as Lessor.
Dear Sir/Madam:
Pursuant to the Agreement, this letter confirms that all Products leased under [Name of
Lessee]’s program of self-insurance, which program will be maintained in accordance with the standards set
forth in the Agreement. Lessee agrees to provide DFS with a copy of the statute authorizing this form of
insurance. [Name of Lessee] agrees that prior to discontinuing the self-insurance program it will give DFS
reasonable notice and a Certificate of Insurance in accordance with the terms of the Agreement and agrees to
procure third party insurance in the amounts necessary.
Very truly yours,
[NAME OF LESSEE]
BY:_________________________________
Risk Management Department
ITS:________________________________
Name/Title/Date

SELF-INSURANCE QUESTIONNAIRE
1. Does the Lessee intend to self-insure for:
a. damage or destruction to the Products? Yes _______ No __________
b. liability for injury (including death) to persons? Yes _________ No __________
2. What are the limits (in dollars) of the liability the Lessee proposes to assume for claims under question (1)
above? ________________________________.
3. Does the Lessee maintain an umbrella insurance policy for claims in excess of Lessee's self-insurance
limits under question (2) above? Yes __________ No ______________. If yes,
a. Does the umbrella policy provide all-risk property damage coverage and coverage for
liability for injuries, including death, to persons? Yes ___________ No _____________
b. What are the umbrella policy's limits for such property damage and liability coverage?
________________________
4. From what source does the Lessee obtain funds to pay its self-insured liabilities?
__________________________________
a. Does the Lessee maintain a self-insurance fund? Yes _________ No __________ If yes,
i. Are the monies in this fund subject to annual appropriations? Yes ___________ No
__________
ii. What total amount is maintained in the fund to cover the Lessee's self-insurance liabilities?
_________________
iii. Are amounts paid from the fund subject to limitations per each claim?
Yes __________ No ______________
iv. If the Lessee does not maintain an umbrella policy, are claims limited only to amounts available in the
fund, or may a claimant pursue other avenues of relief against the Lessee? Yes _____________ No
_____________
v. Who or what is the decision making authority for payment of claims submitted against the Lessee?
____________________________________________
vi. If a claimant receives an adverse decision from the entity described in question 4(a)(v) above, does the
claimant have recourse to the courts or to another administrative agency (i.e. who/what is the authority of last
resort for paying a claim against the Lessee's self-insurance liability)? ____________________________
b. If the Lessee does not maintain a self-insurance fund, from what source(s) does the Lessee obtain
funds to pay claims against its self-insured liability? _____________________
i. What are the limitations and amounts payable for claims against these funding
sources? _________________________
ii. Who/What is the entity authorizing payment from a claim against the Lessee's self-
insurance liability? ________________________
iii. Who/What is the authority of last resort for paying a claim against the Lessee's self-
insurance liability? ________________________________