IBM MARICOPA COUNTY LEASE.PURCHASE AGREEMENT L00029686 - UPDATED 2014 10 30.PDF

IBM Credit LLC
Lease/Purchase Master Agreement
For State and Local Government
Licensed Software & Services Only
“Payment Schedule” means, with respect to a Financing Transaction, a schedule of
This Lease/Purchase Master Agreement For State and Local Government (“Agreement”) lease payments for the Original Term and all Renewal Terms that indicates the Payment
covers the terms and conditions under which IBM Credit LLC will finance various charges. Due Date, the Payment, the Finance Charge and the Balance Due.
In addition, attached is the form of Lease/Purchase Supplement and Exhibits thereto.
“Property” means, collectively, Financed Items lease/purchased pursuant to this
This Agreement and its applicable Supplements and Addenda are the complete Agreement, and with respect to each Lease/Purchase Supplement, the Financed Items
agreement regarding the Financing Transactions and replace any prior oral or written described in such Lease/Purchase Supplement.
communications between both parties. If there is a conflict of terms among the
documents, the order of precedence will be as follows: (a) attachments or addenda to the “Renewal Terms” means the renewal terms of a Financing Transaction, each having a
Supplement, (b) Supplement, (c) attachments or addenda to the Agreement, (d) this duration of one year and a term coextensive with Lessee's budget year.
Agreement.
“State” means the state or commonwealth where Lessee is located.
By signing below, both parties agree to the terms of this Agreement. Once signed, any
reproduction of this Agreement or a Supplement made by reliable means (for example, “Supplier” means International Business Machines Corporation “IBM”, or any other
photocopy or facsimile) is considered an original. manufacturer, vendor or provider of the Property leased/purchased by Lessee.
Part 1 – Definitions Part 2 - Separate Financings
The following terms will have the meanings indicated below unless the context clearly Each Supplement executed and delivered under this Agreement shall be a separate
requires otherwise: financing, distinct from other Supplements. Without limiting the foregoing, upon the
occurrence of an Event of Default or a Nonappropriation Event with respect to a
“Agreement” means this Lease/Purchase Master Agreement, Supplement, Lessor shall have the rights and remedies specified herein with respect to the
Property financed and the Lease Payments payable under such Supplement, and except
“Commencement Date” is the date when the term of a Financing Transaction and as expressly provided in Section 11.2 below, Lessor shall have no rights or remedies with
Lessee's obligation to pay Lease Payments for such Financing Transaction commence, respect to Property financed or Lease Payments payable under any other Supplements
which date shall be set forth in each Lease/Purchase Supplement. unless an Event of Default or Nonappropriation Event has also occurred under such other
Supplements.
“Event of Default” is defined in Section 12.1.
Part 3 –Lessee’s Covenants
“Financed Items” means any software program licenses, maintenance, services, and As of the Commencement Date for each Supplement executed and delivered hereunder,
other one-time charges to be lease/purchased pursuant to this Agreement, and with Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor as
respect to each Lease/Purchase Supplement, such items described therein. follows:
(a) Lessee is a public body corporate and politic duly organized and existing under the
“Financing Transaction” means the lease/purchase transaction for Property set forth in constitution and laws of the State with full power and authority to enter into this Agreement
any Lease/Purchase Supplement entered into pursuant this Agreement. and the Supplement and the transactions contemplated thereby and to perform all of its
obligations thereunder. Lessee has a substantial amount of one or more of the following
“Lease/Purchase Supplement” or “Supplement” means a Lease/Purchase Supplement sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c) the
in the form attached hereto. police power.
“Lease Payments” means the Lease Payments payable by Lessee under Part 6 of this (b) Lessee will do or cause to be done all things necessary to preserve and keep in full
Agreement and with respect to each Lease/Purchase Supplement, the Payment Amounts force and effect its existence as a body corporate and politic. To the extent Lessee should
set forth in each Lease/Purchase Supplement in Exhibit 1 thereto. merge with another entity under the laws of the State, Lessee agrees that as a condition to
such merger it will require that the remaining or resulting entity shall be assigned Lessee's
“Lease Payment Dates” means the dates for the Lease Payments as set forth in the rights and shall assume Lessee's obligations hereunder.
Payment Schedules for each Lease/Purchase Supplement.
(c) Lessee has been duly authorized to execute and deliver this Agreement and the
“Lease Term” means, with respect to a Financing Transaction, the Original Term and all Supplement by proper action by its governing body, or by other appropriate official
Renewal Terms. The Lease Term for each Financing Transaction entered into hereunder approval, and all requirements have been met and procedures have occurred in order to
shall be set forth in a Lease/Purchase Supplement, as provided in Section 4.2. ensure the validity and enforceability of this Agreement and the Supplement, and Lessee
has complied with such public bidding requirements as may be applicable to this
“Lessee” or “Customer” means the entity identified on the Supplement, and its Agreement and the Supplement and the acquisition by Lessee of the Property thereunder.
permitted successors and assigns. On or before the Commencement Date, Lessee shall cause to be executed an Opinion of
Lessee’s Counsel in substantially the form attached to the form of the Supplement as
“Lessor” means the entity identified on the Supplement, and its successors and assigns. Exhibit 2 and a Lessee’s Certificate in substantially the form attached to the form of the
Supplement as Exhibit 3.
“Nonappropriation Event” is defined in Section 6.6.
(d) During the Lease Term for the Supplement, the Property thereunder will perform and
“Original Term” means, with respect to a Financing Transaction, the period from the will be used by Lessee only for the purpose of performing essential governmental uses
Commencement Date until the end of the budget year of Lessee in effect at the and public functions within the permissible scope of Lessee's authority.
Commencement Date.
Agreed to: Agreed to:
(Lessee) (Lessor)
Maricopa County IBM Credit LLC
By _____________________________________________ By ___________________________________________
Authorized Signature Authorized Signature
________________________________________________ ______________________________________________
Name (type or print) Name (type or print)
Title: ___________________________________________ Title:__________________________________________
Date: Date:
Customer number: 5521342 Agreement number: 5491000LPSS
IBM Office number: 404-348-9515
Customer address: 620 W JACKSON ST
IBM Office address: 6303 BARFIELD RD NE
SUITE 2065 ATLANTA, GA 30328
PHOENIX, AZ 85003-2416
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IBM Credit LLC
Lease/Purchase Master Agreement
For State and Local Government
(e) Lessee will provide Lessor with current financial statements, budgets and proof of binding obligation of Lessee; provided that such obligation shall not include a pledge of the
appropriation for the ensuing budget year and other financial information relating to the taxing power of Lessee.
ability of Lessee to continue this Agreement and the Supplement in such form and
containing such information as may be requested by Lessor. 6.2 Payment of Lease Payments. Lessee shall promptly pay Lease Payments under
each Supplement, exclusively from legally available funds, in lawful money of the United
(f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, States of America, to Lessor in such amounts and on such dates as described in the
as amended (the "Code"), including Sections 103 and 148 thereof, and the regulations of applicable Payment Schedule, at Lessor's address set forth as the “remit to” address in the
the Treasury Department thereunder, from time to time proposed or in effect, in order to invoice, unless Lessor instructs Lessee otherwise. Lessee shall pay Lessor a charge on
maintain the excludability from gross income for federal income tax purposes of the any delinquent Lease Payments in an amount sufficient to cover all additional costs and
interest component of Lease Payments under the Supplement and will not use or permit expenses incurred by Lessor from such delinquent Lease Payment. In addition, Lessee
the use of the Property in such a manner as to cause a Supplement to be a "private shall pay a late charge of five cents per dollar or the highest amount permitted by
activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that no applicable law, whichever is lower, on all delinquent Lease Payments and interest on said
part of the proceeds of the Supplement shall be invested in any securities, obligations or delinquent amounts from the date such amounts were due until paid at the rate of 12% per
other investments except for the temporary period pending such use nor used, at any time, annum or the maximum amount permitted by law, whichever is less.
directly or indirectly, in a manner which, if such use had been reasonably anticipated on
the date of issuance of the Agreement, would have caused any portion of the Supplement 6.3 Interest Component. A portion of each Lease Payment due under each Supplement
to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 is paid as, and represents payment of, interest, and each Supplement hereunder shall set
of the Code and the regulations of the Treasury Department thereunder proposed or in forth the interest component (or method of computation thereof) of each Lease Payment
effect at the time of such use and applicable to obligations issued on the date of issuance thereunder during the Lease Term.
of the Supplement.
6.4 Lease Payments to be Unconditional. SUBJECT TO SECTION 6.6, THE
(g) The execution, delivery and performance of this Agreement and the Supplement and OBLIGATIONS OF LESSEE TO PAY THE LEASE PAYMENTS DUE UNDER THE
compliance with the provisions hereof and thereof by Lessee does not conflict with, or SUPPLEMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND
result in a violation or breach or constitute a default under, any resolution, bond, AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND UNCONDITIONAL
agreement, indenture, mortgage, note, lease of, or other instrument to which Lessee is a IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR
party or by which it is bound by any law or any rule, regulation, order or decree of any DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION, ANY DEFECTS,
court, governmental agency or body having jurisdiction over Lessee or any of its activities MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE PROPERTY OR ANY
or properties resulting in the creation or imposition of any lien, charge or other security ACCIDENT, CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. THIS
interest or encumbrance of any nature whatsoever upon any property or assets of Lessee PROVISION SHALL NOT LIMIT LESSEE'S RIGHTS OR ACTIONS AGAINST ANY
or to which it is subject. SUPPLIER AS PROVIDED IN SECTION 9.2.
(h) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee 6.5 Continuation of Lease by Lessee. Lessee intends to continue all Supplements
will not change its legal name in any respect without giving thirty (30) days’ prior notice to entered into pursuant to this Agreement and to pay the Lease Payments thereunder.
Lessor. Lessee reasonably believes that legally available funds in an amount sufficient to make all
Lease Payments during the term of all Supplements can be obtained. Lessee agrees that
Part 4 - The Transactions during the budgeting process for each budget year its staff will provide to the governing
4.1 Lease of Property. On the Commencement Date of each Financing Transaction body of Lessee notification of any Lease Payments due under the Supplements during the
executed in the Supplement hereunder, Lessor will be deemed to demise, lease and let to following budget year.
Lessee, and Lessee will be deemed to rent, lease and hire from Lessor, the Property
described in such Supplement, in accordance with this Agreement and such Supplement, 6.6 Nonappropriation. If, during the then current Original Term or Renewal Term,
for the Lease Term set forth in such Supplement. sufficient funds are not appropriated to make Lease Payments required under a
4.2 Lease Term. The term of each Financing Transaction shall commence on the Supplement for the following fiscal year, Lessee shall be deemed to not have renewed
Commencement Date set forth in the Certificate of Acceptance and shall terminate upon such Supplement for the following fiscal year and the Supplement shall terminate at the
payment of the final Lease Payment set forth in such Payment Schedule, unless end of the then current Original Term or Renewal Term and Lessee shall not be obligated
terminated sooner pursuant to this Agreement or the Supplement. to make Lease Payments under said Supplement beyond the then current fiscal year for
which funds have been appropriated. Upon the occurrence of such nonappropriation (a
4.3 Delivery, Installation and Acceptance of Property. Lessee shall order the "Nonappropriation Event") Lessee shall, no later than the end of the fiscal year for which
Property, shall cause the Property to be delivered and installed at the locations specified in Lease Payments have been appropriated, deliver possession of the Property under said
the applicable Supplement, and shall pay all taxes, delivery costs and installation costs, if Supplement to Lessor. If Lessee fails to deliver possession of the Property to Lessor upon
any, in connection therewith. To the extent funds are deposited under an escrow termination of said Supplement by reason of a Nonappropriation Event, the termination
agreement for the acquisition of the Property, such funds shall be disbursed as provided shall nevertheless be effective but Lessee shall be responsible for the payment of
therein. When the Property described in such Supplement is delivered, installed and damages in an amount equal to the portion of Lease Payments thereafter coming due that
accepted as to Lessee's specifications, Lessee shall immediately accept the Property and is attributable to the number of days after the termination during which the Lessee fails to
evidence said acceptance by executing and delivering to Lessor the Acceptance deliver possession and for any other loss suffered by Lessor as a result of Lessee's failure
Certificate substantially in the form attached to the Supplement. to deliver possession as required. In the event of a Nonappropriation Event under a
Supplement, Lessee shall cease use of all software financed or acquired under the
4.4 Assignment to Lessor. With respect to Property, Lessee assigns for security applicable Supplement and shall confirm and state in writing to Lessor that it has: (1)
purposes to Lessor, effective upon Lessor signing the Supplement, its right to purchase deleted or disabled all files and copies of the software from the equipment on which it was
the Property from its Supplier. Although Lessor shall have the obligation to pay the installed; (2) returned all software documentation, training manuals, and physical media on
Supplier for the Property, not to exceed the principal amount set forth in the Supplement, which the software was delivered; and (3) has no ability to use the returned software.
all other rights and obligations as defined in the agreement between Lessee and Lessee’s Lessee shall also cease receipt and/or acceptance of any Property consisting of services
Supplier governing the purchase of the Property (“Purchase Agreement”) shall remain with which shall not have been performed by the service provider prior to the date of such
Lessee. Lessee represents that it has reviewed and approved the Purchase Agreement. Nonappropriation Event. Lessor may, by written instructions to any escrow agent who is
Lessor will not modify or rescind the Purchase Agreement. holding proceeds of the Supplement, instruct such escrow agent to release all such
proceeds and any earnings thereon to Lessor, such sums to be credited to Lessee's
obligations under the Supplement and this Agreement. Lessee shall notify Lessor in
4.5 Credit Review. For each Financing Transaction, Lessee consents to a reasonable writing within seven (7) days after the failure of the Lessee to appropriate funds sufficient
credit review by Lessor. for the payment of the Lease Payments, but failure to provide such notice shall not operate
Part 5 – Enjoyment of Property. Lessee shall during the Lease Term peaceably and to extend the Lease Term or result in any liability to Lessee. In the event of such
quietly have, hold and enjoy the Property, without suit, trouble or hindrance from Lessor, nonappropriation, upon request from Lessor, Lessee agrees to provide in a timely manner,
except as expressly set forth in this Agreement. Neither Lessor nor its successors or written evidence of such nonappropriation, a copy of the fiscal year budget in which such
assigns shall interfere with such quiet use and enjoyment during the Lease Term so long nonappropriation occurred and any other related documentation reasonably requested by
as Lessee is not in default under the subject Supplement. Lessor.
Part 6 – Payments Part 7 – Title to the Property. Software that the Lessee acquires from the Supplier and
6.1 Lease Payments to Constitute a Current Expense of Lessee. Lessor and Lessee finances with Lessor remains the property of the licensor. Ownership of the software is
understand and intend that the obligation of Lessee to pay Lease Payments hereunder governed by the license agreement between the licensor and the Lessee and is not
shall constitute a current expense of Lessee and shall not in any way be construed to be a affected by this Agreement.
debt of Lessee in contravention of any applicable constitutional, statutory or charter
limitation or requirement concerning the creation of indebtedness by Lessee, nor shall Part 8 –Ancillary Charges
anything contained herein constitute a pledge of the faith and credit or taxing power of 8.1 Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall
Lessee. Upon the appropriation of Lease Payments for a fiscal year, the Lease Payments keep the Property free of all levies, liens and encumbrances, except for the interest of
for said fiscal year, and only the Lease Payments for said current fiscal year, shall be a
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Lease/Purchase Master Agreement
For State and Local Government
Lessor under this Agreement. The parties to this Agreement contemplate that the Property manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in
will be used for a governmental or proprietary purpose of Lessee and, therefore, that the and to the Property or its interest or rights under this Agreement. Lessee shall promptly
Property will be exempt from all property taxes. The Lease Payments payable by Lessee notify Lessor in writing of any pending or threatened investigation, inquiry, claim or action
under this Agreement and the Supplements hereunder have been established to reflect by any governmental authority which could adversely affect this Agreement, any
the savings resulting from this exemption from taxation. Lessee will take such actions Supplement or the Property thereunder.
necessary under applicable law to obtain said exemption. Nevertheless, if the use,
possession or acquisition of the Property is determined to be subject to taxation or later Part 10 – Prepayments. Lessee shall have the option to prepay in whole, but not in part,
becomes subject to such taxes, Lessee shall pay when due all taxes and governmental the Lease Payments due under a Supplement on any Lease Payment Date, at the
charges lawfully assessed or levied against or with respect to the Property. Lessee shall Prepayment Price set forth in the Lease Payment Schedule as the “Prepayment Price”,
pay such taxes or charges as the same may become due; provided that, with respect to plus any past due amounts, accrued interest to the date of such prepayment and any other
any such taxes or charges that may lawfully be paid in installments over a period of years, monetary amounts due under the Supplement to Lessor. The Prepayment Price shall be
Lessee shall be obligated to pay only such installments as accrue during the then current an amount equal to the present value of the remaining Lease Payments multiplied by the
fiscal year of the Lease Term for such Property. Prepayment Fee Rate set forth in such Lease Payment Schedule as the “Prepayment Fee
Rate”. Upon payment of all Lease Payments or the prepayment of all Lease Payments
8.2 Insurance. At its own expense, Lessee shall maintain (a) liability insurance that under the applicable Supplement, and performance by Lessee of all other terms,
protects Lessor from liability in all events in an amount reasonably acceptable to Lessor, conditions and provisions hereof, Lessor shall deliver to Lessee all such documents and
and (b) worker's compensation insurance covering all employees working on, in, near or instruments as Lessee may reasonably require to evidence the transfer, without warranty
about the Property; provided that Lessee may self-insure against all such risks. All such by or recourse to Lessor, of all of Lessor's right, title and interest in and to the Property
insurance shall be with insurers that are authorized to issue such insurance in the State. subject to such Supplement to Lessee.
All such liability insurance shall name Lessor as an additional insured. All such insurance
shall contain a provision to the effect that such insurance shall not be canceled or modified Part 11 – Assignment; Risk of Loss
without first giving written notice thereof to Lessor and Lessee at least thirty (30) days in 11.1 Assignment by Lessor. Lessor's right, title and interest in, to and under each
advance of such cancellation or modification. Such changes shall not become effective Supplement and the Property under such Supplement may be assigned and reassigned in
without Lessor's prior written consent. Upon Lessor's request, Lessee shall, within thirty whole or in part to one or more assignees or subassignees by Lessor without the consent
(30) days of such request, furnish to Lessor, for each Supplement, certificates evidencing of Lessee; provided that any assignment shall not be effective against the Lessee until
such coverage, or, if Lessee self-insures, a written description of its self-insurance Lessee has received written notice, signed by the assignor, of the name, address and tax
program together with a certification from Lessee's risk manager or insurance agent or identification number of the assignee. Lessee shall retain all such notices as a register of
consultant to the effect that Lessee's self-insurance program provides adequate coverage all assignees and shall make all payments to the assignee or assignees designated in
against the risks listed above. such register. Lessee agrees to execute all documents, including notices of assignment
and chattel mortgages or financing statements that may be reasonably requested by
8.3 Advances. In the event Lessee shall fail to maintain the insurance required by this Lessor or any assignee to protect its interests in this Agreement and the Supplements.
Agreement, Lessor may, but shall be under no obligation to, purchase the required
insurance and pay the cost of the premiums thereof. All amounts so advanced by Lessor 11.2 Supplements Separate Financings. Assignees of the Lessor's rights in one
shall constitute additional rent for the Lease Term for the Supplement for which the Supplement shall have no rights in any other Supplement unless such rights have been
Property is under and shall be due and payable on the next Lease Payment Date and separately assigned.
Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest
thereon from the date such amounts are advanced until paid at the rate of 12% per annum 11.3 Assignment and Subleasing by Lessee. NONE OF LESSEE'S RIGHT, TITLE
or the maximum amount permitted by law, whichever is less. AND INTEREST IN, TO AND UNDER THIS AGREEMENT OR ANY SUPPLEMENT AND
IN THE PROPERTY MAY BE ASSIGNED, SUBLEASED OR ENCUMBERED BY LESSEE
Part 9 – Warranties; Use of Financed Items FOR ANY REASON, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any
9.1 Disclaimer of Warranties. LESSOR MAKES NO (AND SHALL NOT BE DEEMED request by Lessee to assign a Supplement or any Property thereunder must be
TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER accompanied by an opinion of tax counsel satisfactory to Lessor that the assignment will
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN, OPERATION OR cause no material change to the federal income tax treatment of the amounts payable as
CONDITION OF, OR THE QUALITY OF THE MATERIAL, OR WORKMANSHIP IN, THE interest under the Supplement.
PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR
PURPOSE, THE STATE OF TITLE THERETO OR ANY COMPONENT THEREOF, THE 11.4 Risk of Loss Covenants. Lessee shall not be required to indemnify or hold Lessor
ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), harmless against liabilities arising from the Agreement. However, as between Lessor and
AND LESSOR HEREBY DISCLAIMS THE SAME; IT BEING UNDERSTOOD THAT THE Lessee, and to the extent permitted by law, Lessee shall bear the risk of loss for, shall pay
PROPERTY IS LEASED TO LESSEE "AS IS" ON THE DATE OF THIS AGREEMENT OR directly, and shall defend Lessor against any and all claims, liabilities, proceedings,
THE DATE OF DELIVERY, WHICHEVER IS LATER, AND ALL SUCH RISKS, IF ANY, actions, expenses, damages or losses arising under or related to the Property, including,
ARE TO BE BORNE BY LESSEE. Lessee acknowledges that it has made (or will make) but not limited to, the possession, ownership, lease, use or operation thereof, except that
the selection of the Property from the Supplier based on its own judgment and expressly (provided that Lessee has complied with its obligations under Section 9.3) Lessee shall
disclaims any reliance upon any statements or representations made by Lessor. Lessee not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions,
understands and agrees that (a) neither the Supplier nor any sales representative or other expenses, damages or losses that arise directly from events occurring after Lessee has
agent of Supplier, is (i) an agent of Lessor, or (ii) authorized to make or alter any term or surrendered possession of the Property in accordance with the terms of the Agreement to
condition of this Agreement, and (b) no such waiver or alteration shall vary the terms of Lessor or that arise directly from the gross negligence or willful misconduct of the Lessor.
this Agreement unless expressly set forth herein. In no event shall Lessor be liable for any
incidental, indirect, special or consequential damage in connection with or arising out of Part 12 – Defaults and Remedies
this Agreement, the Supplements, or the existence, furnishing, functioning or use of any 12.1 Events of Default Defined. Any of the following shall constitute an "Event of
item, product or service provided for in this Agreement or the Supplements. Default" under a Supplement:
9.2 Supplier's Warranties. Lessor hereby irrevocably assigns to Lessee all rights that (a) Failure by Lessee to pay any Lease Payment under the Supplement or other payment
Lessor may have to assert from time to time whatever claims and rights (including without required to be paid with respect thereto at the time specified therein;
limitation warranties) related to the Property against the Supplier. Lessee's sole remedy
for the breach of such warranty, indemnification or representation shall be against the (b) Failure by Lessee to observe and perform any covenant, condition or agreement on its
Supplier of the Property, and not against Lessor, nor shall such matter have any effect part to be observed or performed with respect to the Supplement, other than as referred to
whatsoever on the rights and obligations of Lessor with respect to this Agreement, in subparagraph (a) above, for a period of thirty (30) days after written notice specifying
including the right to receive full and timely payments hereunder. Lessee expressly such failure and requesting that it be remedied is given to Lessee by Lessor, unless
acknowledges that Lessor makes, and has made, no representations or warranties Lessor shall agree in writing to an extension of such time prior to its expiration; provided
whatsoever as to the existence or the availability of such warranties of the Supplier of the that, if the failure stated in the notice cannot be corrected within the applicable period,
Property. Lessor will not unreasonably withhold its consent to an extension of such time if corrective
action is instituted by Lessee within the applicable period and diligently pursued until the
9.3 Use of the Property. Lessee will not install, use, operate or maintain the Property default is corrected;
improperly, carelessly, in violation of any applicable law or in a manner contrary to that
contemplated by this Agreement and the applicable Supplement. Lessee shall provide all (c) Any statement, representation or warranty made by Lessee in or pursuant to the
permits and licenses, if any, necessary for the installation and operation of the Property. Supplement or its execution, delivery or performance shall prove to have been false,
In addition, Lessee agrees to comply in all respects with all laws of the jurisdiction in which incorrect, misleading or breached in any material respect on the date when made;
its operations involving any item of Property may extend and any legislative, executive,
administrative or judicial body exercising any power or jurisdiction over the items of the (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian
Property (including compliance with any applicable privacy laws, rules or regulations and or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable,
in conjunction therewith Lessee, upon cessation of the use, operation and control of, and fail or admit in writing its inability generally to pay its debts as they become due, (iii) make
prior to any disposition of the Property, shall destroy any data contained thereon that a general assignment for the benefit of creditors, (iv) have an order for relief entered
would be subject to such privacy laws, rules or regulations); provided that Lessee may against it under applicable federal bankruptcy law, or (v) file a voluntary petition in
contest in good faith the validity or application of any such law or rule in any reasonable bankruptcy or a petition or an answer seeking reorganization or an arrangement with
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Lease/Purchase Master Agreement
For State and Local Government
creditors or taking advantage of any insolvency law or any answer admitting the material Part 13 – General
allegations of a petition filed against Lessee in any bankruptcy, reorganization or 13.1 Notices. All notices, certificates or other communications hereunder shall be
insolvency proceeding; or sufficiently given and shall be deemed given when delivered or mailed by certified mail,
postage prepaid, to the parties hereto at the addresses immediately after the signatures to
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, this Agreement/Supplement (or at such other address as either party hereto shall
approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or designate in writing to the other for notices to such party).
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 13.2 Arbitrage Certifications. Lessee shall be deemed to make the following
effect for any period of 60 consecutive days. representations and covenants as of the Commencement Date for each Supplement:
The foregoing provisions of Section 12.1 are subject to the following limitation: if by reason (a) The estimated total costs, including taxes, freight, installation, cost of issuance, of the
of force majeure Lessee is unable in whole or in part to perform its agreements under this Financed Items under the Supplement will not be less than the total principal amount of
Agreement and the Supplement (other than the obligations on the part of Lessee the Lease Payments.
contained in Part 6 hereof) Lessee shall not be in default during the continuance of such
inability. The term "force majeure" as used herein shall mean the following: acts of God; (b) Lessee has not created or established, and does not expect to create or establish, any
strikes, lockouts or other industrial disturbances; acts of public enemies; orders or sinking fund or other similar fund (i) that is reasonably expected to be used to pay the
restraints of any kind of the government of the United States or of the State or any of their Lease Payments under the Supplement, or (ii) that may be used solely to prevent a default
departments, agencies or officials, or any civil or military authority; insurrections, riots, in the payment of the Lease Payments under the Supplement.
landslides, earthquakes, fires, storms, droughts, floods, explosions, breakage or accident
to machinery, transmission pipes or canals; or any other cause or event not reasonably (c) The Property under the Supplement has not been and is not expected to be sold or
within the control of Lessee. otherwise disposed of by Lessee, either in whole or in major part, prior to the last maturity
of the Lease Payments under the Supplement.
A Nonappropriation Event is not an Event of Default.
(d) There are no other obligations of Lessee which (i) are being sold within 15 days of the
12.2 Remedies on Default. Whenever any Event of Default exists with respect to a Commencement Date of the Supplement; (ii) are being sold pursuant to the same plan of
Supplement, Lessor shall have the right, at its sole option without any further demand or financing as the Supplement; and (iii) are expected to be paid from substantially the same
notice, to take one or any combination of the following remedial steps: source of funds.
(a) Without terminating the Supplement, and by written notice to Lessee, Lessor may (e) The officer or official who has executed the Supplement on Lessee's behalf is familiar
declare all Lease Payments and other amounts payable by Lessee thereunder to the end with Lessee's expectations regarding this Section 13.2. To the best of Lessee's
of the then current budget year of Lessee to be due, including without limitation delinquent knowledge, information and belief, the facts and estimates set forth in herein are accurate
Lease Payments under the Supplement from prior budget years, and such amounts shall and the expectations of Lessee set forth herein are reasonable.
thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by
applicable law, whichever is less; 13.3 Further Assurances. Lessee agrees to execute such other and further documents,
including, without limitation, confirmatory financing statements, continuation statements,
(b) Lessor may terminate the Supplement, and require Lessee to discontinue use of any certificates of title and the like, and to take all such action as may be necessary or
Financed Items, and return to Lessor, at Lessee's expense the Financed Items; provided, appropriate, from time to time, in the reasonable opinion of Lessor, to perfect, confirm,
however, that any proceeds from the disposition of the property in excess of the sum establish, reestablish, continue, or complete the interests of Lessor in this Agreement and
required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any the Supplements, to consummate the transactions contemplated hereby and thereby, and
other amounts then due under the Supplement, and (iii) pay Lessor's costs and expenses to carry out the purposes and intentions of this Agreement and the Supplements.
associated with the disposition of the Property (including attorneys fees), shall be paid to
Lessee or such other creditor of Lessee as may be entitled thereto, and further provided 13.4 Binding Effect. This Agreement shall inure to the benefit of and shall be binding
that no deficiency shall be allowed against Lessee. Lessee shall confirm and state in upon Lessor and Lessee and their respective successors and assigns. Any county,
writing to Lessor that it has: (1) deleted or disabled all files and copies of the software township, municipality, political subdivision or affiliate (collectively, “Affiliate”) of Lessee
from the equipment on which it was installed; (2) returned all software documentation, may enter into a Financing Transaction under this Agreement by signing a Supplement
training manuals, and physical media on which the software was delivered; and (3) has no referencing this Agreement and so will be bound to the terms and conditions of this
ability to use the returned software; Agreement as Lessee. Nothing in this Agreement obligates the Lessor to provide
financing to an Affiliate.
(c) By written notice to any escrow agent who is holding proceeds of the Supplement,
Lessor may instruct such escrow agent to release all such proceeds and any earnings 13.5 Severability. In the event any provision of this Agreement shall be held invalid or
thereon to Lessor, such sums to be credited to payment of Lessee's obligations under the unenforceable by any court of competent jurisdiction, such holding shall not invalidate or
Supplement; render unenforceable any other provision hereof.
(d) By written notice and demand to Lessee, Lessee shall cease receipt and/or 13.6 Waiver of Jury Trials. Lessee and Lessor hereby irrevocably waive all right to trial
acceptance of any Property consisting of services which shall not have been performed by by jury in any action, proceeding or counterclaim (whether based on contract, tort or
the service provider prior to the date of Event of Default otherwise) arising out of or relating to this Agreement or the actions of Lessor or Lessee in
the negotiation, administration, performance or enforcement hereof.
(e) Lessor may take any action, at law or in equity, that is permitted by applicable law and
that may appear necessary or desirable to enforce or to protect any of its rights under the 13.7 Amendments, Changes and Modifications. This Agreement may be amended in
Supplement and this Agreement. writing by Lessor and Lessee to the extent the amendment or modification does not apply
to outstanding Supplements at the time of such amendment or modification
12.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is
intended to be exclusive and every such remedy shall be cumulative and shall be in 13.8 Execution in Counterparts. This Agreement and the Supplements hereunder may
addition to every other remedy given under this Lease now or hereafter existing at law or be simultaneously executed in several counterparts, each of which shall be an original and
in equity. No delay or omission to exercise any right or power accruing upon any default all of which shall constitute but one and the same instrument.
shall impair any such right or power or shall be construed to be a waiver thereof, but any
such right or power may be exercised from time to time and as often as may be deemed 13.9 Applicable Law. This Agreement shall be governed by and construed in accordance
expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Part it with the laws of the State.
shall not be necessary to give any notice, other than such notice as may be required in
this Part. 13.10 Captions. The captions or headings in this Agreement are for convenience only
and in no way define, limit or describe the scope or intent of any provisions or sections of
12.4 Costs and Attorney Fees. Upon the occurrence of an Event of Default by Lessee this Agreement.
in the performance of any term of this Agreement, Lessee agrees to pay to Lessor or
reimburse Lessor for, in addition to all other amounts due hereunder, all of Lessor's costs
of collection, including reasonable attorney fees, whether or not suit or action is filed
thereon. Any such costs shall be immediately due and payable upon written notice and
demand given to Lessee, shall be secured by this Agreement until paid and shall bear
interest at the rate of 12% per annum or the maximum amount permitted by law,
whichever is less. In the event suit or action is instituted to enforce any of the terms of this
Agreement, the prevailing party shall be entitled to recover from the other party such sum
as the court may adjudge reasonable as attorneys' fees at trial or on appeal of such suit or
action or in any bankruptcy proceeding, in addition to all other sums provided by law.
4
Z1265798-US -1 (02-12)

LEASE/PURCHASE SUPPLEMENT
Date Prepared: 10/30/14
Address of Customer Installed at Location Page 1 of 2
MARICOPA COUNTY MARICOPA COUNTY Customer No: 5521342 Supplement No: L00029686
620 W JACKSON ST 620 W JACKSON ST IBM CSO Location: PAH Referenced Purchase Agreement No:
SUITE 2065 SUITE 2065 Lease Payment Referenced License Agreement No:
PHOENIX , AZ 85003-2416 PHOENIX , AZ 85003-2416 Master Agreement No: 5491000LPSS Referenced Trade-In Agreement No:
LPMA Amendment Nos: Associated Supplement No:
Quote Validity Date: 11/29/14 Addendum No:
Single Equipment Location CSO Location Address Referenced Quote Letter No: Q0330777306
IBM/LPMA Customer Number IBM CREDIT LLC
5521342/5526950 6303 BARFIELD RD NE Estimated Installation Date or
ATLANTA , GA 30328 Intended Financing Date or
Customer Reference ATTN: KEVIN ARTHUR PERRI Effective Date of Additional
404-348-9515 License
Term (Number of Payment Periods)
Option
IBM Plant Credit
Location Machine Order or Purchase Price State (From IBM Trade-In
Customer or LPM MES or or One-Time and Agreement) v
Line Number Type/Model Serial Charges or Local and/or Amount Interest Payment Planning
NO. IBM/LPMA* Feature Number Description Other Amount Taxes Down Payment Financed Rate Amount v v Date
001 5521342 9993/SOF H045241 IBM SW - IBM SW BRAND SVCS 160,695.00 160,695.00 .01 13,391.98 S 12 11/01/14
5526950
002 5521342 9993/005 H045242 FINANCING OF SALES TAX 13,305.00 13,305.00 2.21 1,122.07 S' 12 11/01/14
5526950
PAYMENT PERIOD Fiscal year Supplier Name Interest Total Payment
TOTAL FROM ALL PAGES: 1. Monthly [ X ] Annual [ ] Start Date Commencement (all pages)
PURCHASE PRICE 2. Other (specify): 01/01 Supplier Customer no.
OR ONE TIME CHARGES Schedule attached (check): [ ] Month/Day 14,514.05
OR OTHER AMOUNT $174,000.00
THE LEASE/PURCHASE MASTER AGREEMENT ("AGREEMENT") REFERENCED ABOVE SHALL BE INCORPORATED HEREIN BY REFERENCE. LESSEE
TRADE-IN/CREDIT HEREUNDER SHALL BE BOUND TO THE TERMS AND CONDITIONS OF THE AGREEMENT AS LESSEE. THE AGREEMENT, THIS SUPPLEMENT AND ANY
DOWN PAYMENT APPLICABLE ATTACHMENTS OR ADDENDA ARE THE COMPLETE, EXCLUSIVE STATEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREIN. THESE DOCUMENTS SUPERSEDE ANY PRIOR ORAL OR WRITTEN COMMUNICATIONS BETWEEN THE PARTIES. BY SIGNING
STATE OR LOCAL TAXES BELOW, LESSEE REPRESENTS AND WARRANTS THAT LESSEE'S NAME AS SET FORTH IN THE SIGNATURE BLOCK BELOW IS LESSEE'S EXACT
LEGAL NAME AND THE INFORMATION IDENTIFYING LESSEE'S STATE OF ORGANIZATION IS TRUE, ACCURATE AND COMPLETE IN ALL RESPECTS.
AMOUNT FINANCED $174,000.00 BY SIGNING BELOW, BOTH PARTIES AGREE TO THE TERMS REPRESENTED BY THIS AGREEMENT AS IT MAY BE AMENDED OR MODIFIED. DELIVERY
OF AN EXECUTED COPY OF ANY OF THESE DOCUMENTS BY FACSIMILE OR OTHER RELIABLE MEANS SHALL BE DEEMED TO BE AS EFFECTIVE FOR
ALL PURPOSES AS DELIVERY OF A MANUALLY EXECUTED COPY. LESSEE ACKNOWLEDGES THAT WE MAY MAINTAIN A COPY OF THESE
DOCUMENTS IN ELECTRONIC FORM AND AGREES THAT COPY REPRODUCED FROM SUCH ELECTRONIC FORM OR BY ANY OTHER RELIABLE MEANS
*TAX ON FINANCE CHARGE (FOR EXAMPLE, PHOTOCOPY, IMAGE OR FACSIMILE) SHALL IN ALL RESPECTS BE CONSIDERED EQUIVALENT TO AN ORIGINAL.
Accepted by:
(WHEN APPLICABLE THIS TAX IS MARICOPA COUNTY IBM CREDIT LLC
PAYABLE WITH FIRST INSTALLMENT) Lessee Lessor
Z126-5742-05 (03/12) By: __________________________________ By: ____________________________________
Authorized Signature Authorized Signature
_____________________________________ _______________________________________
Name (Type or Print) Title Date Name (Type or Print) Title Date
State of Organization: _____________________ AZ

Additional Terms and Conditions Supplement Number L00029686
OPTION CODES The Lease Payment schedule for this Supplement sets forth the scheduled Lease Payments
OPTION I - Taxable Lease/Purchase for Machine or a Modification for a State and Local under this Supplement. The Commencement Date for this Supplement is set forth in the
Lessee Lease Payment Schedule.
OPTION IG - Tax-Exempt Lease/Purchase for a Machine or a Modification for a State and
Local Lessee
OPTION S - Taxable Lease/Purchase for an IBM Program or Service for a State and Local With respect to Financed Items consisting of prepaid maintenance, Lessee accepts the terms
Lessee of the prepaid maintenance and agrees to look solely to the maintenance provider for
OPTION S' - Tax-Exempt Lease/Purchase for an IBM Program or Service for a State and provision of such maintenance in accordance with the terms of the contracts with the
OPTION T - Local Taxable Lessee Lease/Purchase for a non-IBM Program or Service for a State and maintenance provided for said maintenance. Acceptance for purposes of this Supplement
Local Lessee shall be the date of acceptance by Lessee in the Certificate of Acceptance.
OPTION T' - Tax-Exempt Lease/Purchase for a non-IBM Program or Service for a State
and Local Lessee Lessee agrees that it will timely assist in the completion and execution of the Form 8038-G
Each Supplement shall consist of Property that solely qualifies for tax-exempt interest or Form 8038-GC and that upon said execution, Lessor is authorized and directed to file said
treatment under the Internal Revenue Code [ Option Codes IG, S', T'] (a "Tax-Exempt form with the appropriate office of the Internal Revenue Service.
Supplement") or solely Property that does not qualify for tax-exempt interest treatment
under the Internal Revenue Code [ Option Codes I, S, T] (a "Taxable Supplement"). Capitalized terms set forth in this Supplement or in the attachments, but not defined herein
or therein, shall have the meaning set forth in the Lease/Purchase Master Agreement. The
Additional Documentation complete terms and conditions of the Lease/Purchase Master Agreement are incorporated
In addition to this Lease/Purchase Supplement, and as a requirement to entering into of this by reference.
Lease/Purchase Supplement, Lessee shall provide in completed and executed form,
acceptable to Lessor, the additional documents attached to this Lease/Purchase Supplement The interest rates applicable to this Supplement that provide for Tax-Exempt Lease/Purchase
that may include: are based on many factors including Lessee's underlying obligation qualifying to pay interest
a. Exhibit 1 - Payment Schedule for this Supplement that is treated as exempt by the Internal Revenue Service (IRS) from federal income tax under
Section 103(a) of the Internal Revenue Code (Code), as well as many proprietary factors
b. Exhibit 2 - Opinion of Counsel to the Lessee including pricing assumptions made by Lessor as to whether Lessor anticipates being able to
recognize any benefits of this tax exemption.
c. Exhibit 3 - Lessee's Certificate
d. Exhibit 4(a) - Certificate of Acceptance, or The interest rates applicable to this Supplement may reflect fees or other consideration
Lessor receives from Lessee's Suppliers that is passed on to Lessee in the form of lower
e. Exhibit 4(b) - Acknowledgement of Commencement Date for Property Supplied by IBM rates.
f. Exhibit 5 - Form 8038-G or 8038-GC (Tax-Exempt Supplement only)
For a Taxable Supplement, the following provisions of the Lease/Purchase Master Agreement
g. State Addendum, if applicable and attached shall not be applicable: (i) Part 3, paragraph (f), (ii) Section 14.2.
h. Prepaid Maintenance Certification of Maintenance Provider Lessor reserves the right to reject any invoice that is: (i) not for information technology
(Tax-Exempt Supplement only) Equipment or related software or services, or (ii) dated more than 90 days prior to the date
i. Prepaid Maintenance Certification of Maintenance Vendor Lessor receives authorization from Lessee to finance.
(Tax-Exempt Supplement only)
Z126-5742-05 (03/12) Page 2 of 2

EXHIBIT 1
Payment Schedule
Re: Lease/Purchase Supplement No. L00029686 to Lease/Purchase Master Agreement between IBM Credit LLC and MARICOPA COUNTY.
Commencement Date
The Commencement Date shall be the date of acceptance of the Property as set forth in the Acceptance Certificate executed by the Lessee and filed with the
Lessor.
Payment Schedule
Total Principal Amount: $174,000.00
Schedule Interest Rate: 0.16%
Prepayment Fee Rate: 2.00%
Payment Payment Principal Interest Prepayment Price
No Due Dates Payments Component Component (After making pmt for said Due Date)
1 12/1/2014 $11,111.00 $11,111.00 $0.00 $166,147.00
2 1/1/2015 $11,111.00 $11,088.68 $22.32 $154,836.00
3 2/1/2015 $11,111.00 $11,090.20 $20.80 $143,524.00
4 3/1/2015 $11,111.00 $11,093.59 $17.41 $132,209.00
5 4/1/2015 $11,111.00 $11,093.24 $17.76 $120,894.00
6 5/1/2015 $11,111.00 $11,095.28 $15.72 $109,577.00
7 6/1/2015 $11,111.00 $11,096.28 $14.72 $98,258.00
8 7/1/2015 $11,111.00 $11,098.23 $12.77 $86,938.00
9 8/1/2015 $11,111.00 $11,099.32 $11.68 $75,617.00
10 9/1/2015 $24,718.09 $24,707.93 $10.16 $50,415.00
11 10/1/2015 $24,718.09 $24,711.54 $6.55 $25,209.00
12 11/1/2015 $24,718.09 $24,714.70 $3.39 $0.00
Lessee:
MARICOPA COUNTY
By:
Name:
Title:

OPINION OF LESSEE’S COUNSEL
SAMPLE
[To be provided on letterhead of Lessee's counsel.]
Maricopa County
620 W Jackson St.
Suite 2065
Phoenix, AZ 85003-2416
IBM Credit LLC
6303 Barfield Rd. NE
Atlanta, GA 30328
RE: Lease/Purchase Supplement No. L00029686 to Lease/Purchase Master Agreement between IBM Credit LLC and
Maricopa County.
Ladies and Gentlemen:
We have acted as special counsel to Maricopa County ("Le ssee"), in connecti on wi th t he Lease/ Purchase M aster
Agreement, dated as of 10/30/2014 (the "Master Agreement"), between Maricopa County, as les see, and IBM
Credit LLC, as lessor (“Lessor”), and th e execution of Lea se/Purchase Supplement No L00029686 (the "Lease /Purchase
Supplement") pursuant to the Master Agreement. We have examined the law and such certified proceedings and other papers
as we deem necessary to render this opinion.
All capitalized terms not ot herwise defined herein shall have the meanings provided in the Master Agreement and
Lease/Purchase Supplement.
As to questions of fact material to our opinion, we ha ve relied upon the representations of Lessee in the Master
Agreement and the Lease/Pur chase Supplement and in the certified proceedings and other certifications of public officials
furnished to us without undertaking to verify the same by independent investigation.
Based upon the foregoing, we are of the opinion that, under existing law:
1. Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, and
has a substantial amount of one or m ore of the following sovereign powers: (a) the power to tax, (b) the power of eminent
domain, and (c) the police power.
2. Lessee has all requisite power and authority to enter into the Master Agreement and the Lease /Purchase
Supplement and to perform its obligations thereunder.
3. The execution, delivery and performance of the Master Agreement and the Lease/Purchase Supplement by
Lessee has been duly authorized by all necessary action on the part of Lessee.
4. All proceedings of Lessee an d its governing body relati ng to the authorization and approval of the Master
Agreement and t he Lease/Purchase Supplement, the execution thereof and t he transactions contemplated thereby have been
conducted in accordance with all applicable open meeting laws and all other applicable state and federal laws.
5. Lessee has acqui red or has arra nged for the acqui sition of t he Property subject to the Lease/ Purchase
Supplement, and has entered into the Master Agreement and the Lease/ Purchase Supplement, in compliance with all
applicable public bidding laws.
6. Lessee has obtained all consents and approvals of other governmental authorities or agencies which may be
required for the execution, delivery and performance by Lessee of the Master Agreement and the Lease/Purchase Supplement.
7. The M aster Agreem ent and the Lease/ Purchase S upplement have been duly executed and del ivered by
Lessee and constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms
thereof, except Exhibit Z1265745-00 insofar 2 - LPMA (05-08) as the enforcement thereof may be limited by any applicable bankruptcy, insolvency, moratorium,
reorganization or other l aws of equitable pr inciples of general application, or of appl ication t o municipalities or political

OPINION OF LESSEE’S COUNSEL
subdivisions such as the Lessee, affecting remedies or creditors' rights generally, and to the exercise of judicial discretion in
appropriate cases.
8. As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is
pending, (or, t o our kno wledge, threatened) against Lessee i n any court (a) seeking to restrain or enjoin the delivery of the
Master Agreement or the Lease/Purchase Supplement or of other agreements similar to the Master Agreement; (b) questioning
the authority of Lessee to execute the Master Agreement or the Lease/Purchase Supplement, or the validity of the Master
Agreement or the Lease/Purchase Supplement, or the payment of principal of or interest on, the Lease/Purchase Supplement;
(c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master
Agreement and t he Lease/Purchase Supplement; or (d) affecting the provisions made for the payment of or securit y for the
Master Agreement and the Lease/Purchase Supplement.
This opinion may be relied upon by Lessor, its successors and assigns, and any other legal counsel who provides an
opinion with respect to the Lease/Purchase Supplement.
Very truly yours,
By:
Dated:
Exhibit 2 - LPMA
Z1265745-00 (05-08)

Exhibit 3
LESSEE’S CERTIFICATE
Re: Lease/Purchase Supplement No. L00029686 to Lease/Purchase Master Agreement No. 5491000LPS
between IBM Credit LLC and Maricopa County
(“Lessee”).
The undersigned, being the duly elected, qualified and acting ________________________of the Lessee do
hereby certify, as of ________________________, as follows:
1. Lessee did, at a meeting of the governing body of the Lessee held _______________________
by resolution or ordinance duly enacted, in accordance with all requirements of law, approve and authorize the
execution and delivery of the above-referenced Lease/Purchase Supplement and any related documents entered
into pursuant to the Lease/Purchase Master Agreement (the "Lease/Purchase Supplement") by the following
named representative of Lessee, to wit:
NAME TITLE SIGNATURE
OF EXECUTING OFFICIAL OF EXECUTING OFFICIAL OF EXECUTING
OFFICIAL
And/ Or
2. The above-named representative of the Lessee held at the time of such authorization and holds
at the present time the office set forth above.
3. The meeting(s) of the governing body of the Lessee at which the Lease/Purchase Supplement
was approved and authorized to be executed was duly called, regularly convened and attended throughout by the
requisite quorum of the members thereof, and the enactment approving the Lease/Purchase Supplement and
authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of Lessee
relating to the authorization and delivery of the Lease/Purchase Supplement have been: (a) held within the
geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend; (c) conducted in
accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of
the Lessee, if any, and the laws of the State.
4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both
would constitute, an Event of Default or a Non-appropriation Event (as such terms are defined in the
Lease/Purchase Master Agreement (the “Master Agreement”)) exists at the date hereof with respect to this
Lease/Purchase Supplement or any other Lease/Purchase Supplements under the Master Agreement.
5. The acquisition of all of the Property under the Lease/Purchase Supplement has been duly
authorized by the governing body of Lessee.
6. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated
sufficient funds for the current budget year to make the Lease Payments scheduled to come due during the current
budget year under the Lease/Purchase Supplement and to meet its other obligations for the current budget year
and such funds have not been expended for other purposes.
7. Lessee represents and warrants that the Property is essential to the proper, efficient and
economic functioning of Lessee or to the services that Lessee provides; and Lessee has immediate need for and
expects to make immediate use of substantially all of the Property, which need is not temporary or expected to
diminish in the foreseeable future.
8. Bank Qualified Tax-Exempt Obligation under Section 265 (Consult tax counsel for applicable
provisions.).
Z1265746-02 (02-12)

Exhibit 3
____ Lessee hereby designates this Lease/Purchase Supplement as a "qualified tax-exempt obligation" as
defined in Section 265(b)(3)(B) of the Code. Lessee reasonably anticipates issuing tax-exempt obligations
(excluding private activity bonds other than qualified 501(c)(3) bonds and including all tax-exempt obligations of
subordinate entities of the Lessee) during the calendar year in which the Commencement Date of this Lease/Purchase
Supplement falls, in an amount not exceeding $10,000,000.
or
____ Not applicable
9. Has Lessee ever terminated a lease or financing contract prior to the expiration of its term
(including all permitted renewal terms) due to nonappropriation or other provision permitting Lessee to terminate in
Lessee’s discretion?
Yes ___ No ___. If yes, then please describe the circumstances of such termination:
_______________________________________________________________________________________
_______________________________________________________________________________________.
10. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee
in any court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Lease/Purchase
Supplement or of other agreements similar to the Master Agreement; (b) questioning the authority of Lessee to
execute the Master Agreement or the Lease/Purchase Supplement, or the validity of the Master Agreement or the
Lease/Purchase Supplement, or the payment of principal of or interest on, the Lease/Purchase Supplement; (c)
questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the
Master Agreement and the Lease/Purchase Supplement; or (d) affecting the provisions made for the payment of or
security for the Master Agreement and the Lease/Purchase Supplement.
Lessee:
By:
Title:
SIGNER MUST NOT BE THE SAME AS THE EXECUTING OFFICIAL(S) SHOWN ABOVE.
Z1265746-02 (02-12)

ACKNOWLEDGEMENT OF COMMENCEMENT DATE FOR PROPERTY
SUPPLIED DIRECTLY BY INTERNATIONAL BUSINESS MACHINES
CORPORATION
Re: Lease/Purchase Supplement No. L00029686 to Lease/Purchase Master
Agreement No. 5491000LPSS between IBM Credit LLC and
Maricopa County (“Lessee”)
COMMENCEMENT DATE
Lessee is a customer under the Lease/Purchase Master Agreement referenced above
(“Agreement”) with IBM Credit LLC. By executing the above-referenced Supplement,
Lessee represents and certifies that Lessee has accepted the Property listed in the
Supplement by the date indicated below. Lessee authorizes IBM Credit LLC to pay
International Business Machines Corporation for the Property. Interest on such
obligation shall begin to accrue the first day of the month following the date of
installation for the Property indicated below.
Acceptance Date for the Property in Supplement ____________________
Lessee:
By:
Name:
Title:
Z1265743-02 (02-10)
Exhibit 4b