210116-CONTRACT JPMORGAN CHASE.PDF
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CONTRACT LEASE FINANCING 210116-RFP
This contract is entered into this 18th day of November 2020 by and between Maricopa County (“County”),
a political subdivision of the State of Arizona, and JPMorgan Chase Bank, N.A., a California corporation
(“Contractor”) for the purchase of Lease Financing.
1.0
CONTRACT TERM
This contract is for a term of five years, beginning on the 1st of December 2020 and ending the 30th
of November 2025.
2.0
OPTION TO RENEW
The County may, at its option and with the concurrence of the Contractor, renew the term of this
contract up to a maximum of five additional years, (or at the County’s sole discretion, extend the
contract on a month-to-month basis for a maximum of six months after expiration). The Contractor
shall be notified in writing by the Office of Procurement Services of the County’s intention to renew
the contract term at least 60 calendar days prior to the expiration of the original contract term.
3.0
CONTRACT COMPLETION
In preparation for contract completion, the Contractor shall make all reasonable efforts for an
orderly transition of its duties and responsibilities to another provider and/or to the County. This
may include, but is not limited to, preparation of a transition plan and cooperation with the County
or other providers in the transition. The transition includes the transfer of all records and other data
in the possession, custody, or control of the Contractor that are required to be provided to the
County either by the terms of this agreement or as a matter of law. The provisions of this clause
shall survive the expiration or termination of this agreement.
4.0
PAYMENTS
4.1
As consideration for performance of the duties described herein, County shall pay
Contractor the sum(s) stated in Exhibit A – Pricing Sheet.
4.2
Payment shall be made upon the County’s receipt of a properly completed invoice.
4.3
INVOICES
4.3.1
The Contractor shall submit one legible copy of their detailed invoice before
payment(s) will be made. Incomplete invoices will not be processed. At a
minimum, the invoice must provide the following information:
•
Company name, address, and contact information
•
County bill-to name and contact information
•
Contract serial number
•
County purchase order number
•
Project name and/or number
•
Invoice number and date
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•
Payment terms
•
Date of service or delivery
•
Quantity
•
Contract item number(s)
•
Arrival and completion time
•
Description of purchase (product or services)
•
Pricing per unit of purchase
•
Extended price
•
Total amount due
4.3.2
Problems regarding billing or invoicing shall be directed to the department as listed
on the purchase order.
4.3.3
Payment shall only be made to the Contractor by Accounts Payable through the
Maricopa County Vendor Express Payment Program. This is an electronic funds
transfer (EFT) process. After contract award, the Contractor shall complete the
Vendor Registration Form that is accessible from the County Department of
Finance Vendor Registration Web Site https://www.maricopa.gov/5169/Vendor-
Information.
4.3.4
Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County.
4.3.5
EFT payments to the routing and account numbers designated by the Contractor
shall include the details on the specific invoices that the payment covers. The
Contractor is required to discuss remittance delivery capabilities with their
designated financial institution for access to those details.
4.4
APPLICABLE TAXES
4.4.1
It is the responsibility of the Contractor to determine any and all applicable taxes
and include those taxes in their proposal. The legal liability to remit the tax is on
the entity conducting business in Arizona. Tax is not a determining factor in
contract award.
4.4.2
The County will look at the price or offer submitted and will not deduct, add, or alter
pricing based on speculation or application of any taxes, nor will the County
provide Contractor any advice or guidance regarding taxes. If you have questions
regarding your tax liability, seek advice from a tax professional prior to submitting
your bid. You may also find information at https://www.azdor.gov/Business.aspx.
Once your bid is submitted, the offer is valid for the time specified in this solicitation,
regardless of mistake or omission of tax liability. If the County finds overpayment
of a project due to tax consideration that was not due, the Contractor will be liable
to the County for that amount, and by contracting with the County agrees to remit
any overpayments back to the County for miscalculations on taxes included in a
bid price.
4.4.3
Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State,
and local taxes applicable to their operation and any persons employed by the
Contractor. Contractor shall, and require all subcontractors to, hold Maricopa
County harmless from any responsibility for taxes, damages, and interest, if
applicable, contributions required under Federal and/or State and local laws and
regulations, and any other costs including: transaction privilege taxes,
unemployment compensation insurance, Social Security, and workers’
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compensation. Contractor may be required to establish, to the satisfaction of
County, that any and all fees and taxes due to the City or the State of Arizona for
any license or transaction privilege taxes, use taxes, or similar excise taxes are
currently paid (except for matters under legal protest).
5.0
AVAILABILITY OF FUNDS
5.1
The provisions of this contract relating to payment for services shall become effective when
funds assigned for the purpose of compensating the Contractor as herein provided are
actually available to County for disbursement. The County shall be the sole judge and
authority in determining the availability of funds under this contract. County shall keep the
Contractor fully informed as to the availability of funds.
5.2
If any action is taken by, any State agency, Federal department, or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in
connection with, this contract, County may amend, suspend, decrease, or terminate its
obligations under, or in connection with, this contract. In the event of termination, County
shall be liable for payment only for services rendered prior to the effective date of the
termination, provided that such services are performed in accordance with the provisions
of this contract. County shall give written notice of the effective date of any suspension,
amendment, or termination under this section, at least 10 days in advance.
6.0
STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE)
The County is a member of the SAVE cooperative purchasing group. SAVE includes the State of
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.
Under the SAVE Cooperative Purchasing Agreement, and with the concurrence of the successful
respondent under this solicitation, a member of SAVE may access a contract resulting from a
solicitation issued by the County. If contractor does not want to grant such access to a member of
SAVE, state so in contractor’s bid. In the absence of a statement to the contrary, the County will
assume that contractor does wish to grant access to any contract that may result from this bid. The
County assumes no responsibility for any purchases by using entities.
7.0
INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs)
County currently holds ICPAs with numerous governmental entities. These agreements allow those
entities, with the approval of the Contractor, to purchase their requirements under the terms and
conditions of the County contract. It is the responsibility of the non-County government entity to
perform its own due diligence on the acceptability of the contract under its applicable procurement
rules, processes, and procedures. Certain governmental agencies may not require an ICPA and
may utilize this contract if it meets their individual requirements. Other governmental agencies may
enter into a separate Statement of Work with the Contractor to meet their own requirements. The
County is not a party to any uses of this contract by other governmental entities.
8.0
TERMS AND CONDITIONS
8.1
INDEMNIFICATION
8.1.1
The Contractor shall defend, indemnify, and hold harmless the County (as
“Owner”), its agents, representatives, officers, directors, officials, and employees
from and against all claims, damages, losses, and expenses (including, but not
limited to attorneys' fees, court costs, expert witness fees, and the costs and
attorneys' fees for appellate proceedings) to the extent that the same are directly
caused by the gross negligence, willful misconduct, or breach of contract of
Contractor, its subcontractors, and each of their respective employees, and agents
in their performance of this contract. Furthermore, the Owner shall defend,
indemnify, and hold harmless the Contractor, its agents, representatives, officers,
directors, officials, and employees from and against all claims, damages, loses,
and expenses (including, but not limited to attorneys’ fees, court costs, expert
witness fees, and the costs and attorneys’ fees for appellate proceedings) to the
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extent that the same are directly caused by the gross negligence, willful
misconduct, or breach of contract of Owner, its subcontractors, and each of their
respective employees, and agents in their performance of this contract.
8.1.2
The amount and type of insurance coverage requirements set forth herein will in
no way be construed as limiting the scope of the indemnity in this section.
8.1.3
. Notwithstanding the foregoing, neither party shall be liable to the other for any
indirect, incidental, consequential, exemplary, punitive of special damages,
including lost profits, regardless of the form of the action or theory of recovery,
even if that party has been advised of the possibility of such damages and/or the
same are reasonably foreseeable. Further, contractor’s liability under this contract
shall not exceed, in the aggregate, an amount equal to two times the average
annual fees paid or payable by the county hereunder.
8.2
INSURANCE
8.2.1
Contractor, at Contractor’s own expense, shall purchase and maintain, at a
minimum, the herein stipulated insurance from a company or companies duly
licensed by the State of Arizona and possessing an AM Best, Inc. category rating
of B++ or better. In lieu of State of Arizona licensing, the stipulated insurance may
be purchased from a company or companies, which are authorized to do business
in the State of Arizona.
8.2.2
All insurance required herein shall be maintained in full force and effect until all
work or service required to be performed under the terms of the contract is
satisfactorily completed and formally accepted. Failure to do so may, at the sole
discretion of County, constitute a material breach of this contract.
8.2.3
In the event that the insurance required is written on a claims-made basis,
Contractor warrants that any retroactive date under the policy shall precede the
effective date of this contract and either continuous coverage will be maintained,
or an extended discovery period will be exercised for a period of two years
beginning at the time work under this contract is completed.
8.2.4
Contractor’s insurance shall be primary insurance as respects County, and any
insurance or self-insurance maintained by County shall not contribute to it.
8.2.5
Any failure to comply with the claim reporting provisions of the insurance policies
or any breach of an insurance policy warranty shall not affect the County’s right to
coverage afforded under the insurance policies.
8.2.6
The insurance policies may provide coverage that contains deductibles or self-
insured retentions. Contractor shall be solely responsible for the deductible and/or
self-insured retention under any policy(ies).
8.2.7
The insurance policies required by this contract, except Workers’ Compensation
and Errors and Omissions, shall name County, , representatives, officers,
directors, officials, and employees as additional insureds.
8.2.8
The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation)
against County, its agents, representatives, officers, directors, officials, and
employees for any claims arising out of Contractor’s work or service.
8.2.9
If available, the insurance policies required by this contract may be combined with
Commercial Umbrella Insurance policies to meet the minimum limit requirements.
If a Commercial Umbrella insurance policy is utilized to meet insurance
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requirements, the Certificate of Insurance shall indicate which lines the
Commercial Umbrella Insurance covers.
8.2.9.1
Bankers Professional Liability Insurance
Contractor shall maintain Bankers Professional Liability Insurance
with a limit of not less than $5,000,000 per occurrence and
$10,000,000 per aggregate.
8.2.10 Certificates of Insurance
8.2.10.1
Prior to contract award, Contractor shall furnish the County with valid
and complete Certificates of Insurance, or formal endorsements as
required by the contract in the form provided by the County, issued by
Contractor’s insurer(s), as evidence that policies providing the required
coverage, conditions, and limits required by this contract are in full force
and effect. Such certificates shall identify this contract number and title.
8.2.10.2
In the event any insurance policy(ies) required by this contract is (are)
written on a claims-made basis, coverage shall extend for two years
past completion and acceptance of Contractor’s work or services and
as evidenced by annual certificates of insurance.
8.2.10.3
If a policy does expire during the life of the Contract, a renewal
certificate must be sent to County no later than15 calendar days prior
to the expiration date.
8.2.11 Cancellation and Expiration Notice
Applicable to all insurance policies required within the insurance requirements of
this contract, Contractor’s insurance shall not be permitted to expire, be
suspended, be canceled, or be materially changed for any reason without 30 days
prior written notice to Maricopa County. Contractor must provide to Maricopa
County, within two business days of receipt, if they receive notice of a policy that
has been or will be suspended, canceled, materially changed for any reason, has
expired, or will be expiring. Such notice shall be sent directly to Maricopa County
Office of Procurement Services and shall be mailed, or hand delivered to
160 S. 4th Avenue, Phoenix, AZ 85003, or emailed to the procurement officer noted
in the solicitation.
8.3
FORCE MAJEURE
8.3.1
Neither party shall be liable for failure of performance, nor incur any liability to the
other party on account of any loss or damage resulting from any delay or failure to
perform all or any part of this contract, if such delay or failure is caused by events,
occurrences, or causes beyond the reasonable control and without negligence of
the parties. Such events, occurrences, or causes will include acts of God/nature
(including fire, flood, earthquake, storm, hurricane, or other natural disaster), war,
invasion, act of foreign enemies, hostilities (whether war is declared or not), civil
war, riots, rebellion, revolution, insurrection, military or usurped power or
confiscation, terrorist activities, nationalization, government sanction, lockout,
blockage, embargo, labor dispute, strike, and interruption or failure of electricity or
telecommunication service.
8.3.2
Each party, as applicable, shall give the other party notice of its inability to perform
and particulars in reasonable detail of the cause of the inability. Each party must
use best efforts to remedy the situation and remove, as soon as practicable, the
cause of its inability to perform or comply.
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8.3.3
The party asserting Force Majeure as a cause for non-performance shall have the
burden of proving that reasonable steps were taken to minimize delay or damages
caused by foreseeable events, that all non-excused obligations were substantially
fulfilled, and that the other party was timely notified of the likelihood or actual
occurrence which would justify such an assertion, so that other prudent
precautions could be contemplated.
8.4
ORDERING AUTHORITY
Any request for purchase shall be accompanied by a valid purchase order issued by a
County department or directed by a Certified Agency Procurement Aid (CAPA) with a
purchase card for payment.
8.5
PROCUREMENT CARD ORDERING CAPABILITY
County may opt to use a procurement card (Visa or Master Card) to make payment for
orders under this contract.
8.6
NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION
This contract does not guarantee any minimum or maximum purchases will be made.
Orders will only be placed under this contract when the County identifies a need and proper
authorization and documentation have been approved.
8.7
PURCHASE ORDERS
8.7.1
County reserves the right to cancel purchase orders within a reasonable period of
time after issuance. Should a purchase order be canceled, the County agrees to
reimburse the Contractor for actual and documentable costs incurred by the
Contractor in response to the purchase order. The County will not reimburse the
Contractor for any costs incurred after receipt of County notice of cancellation, or
for lost profits, or for shipment of product prior to issuance of purchase order.
8.7.2
Contractor agrees to accept verbal notification of cancellation of purchase orders
from the County procurement officer with written notification to follow. Contractor
specifically acknowledges to be bound by this cancellation policy.
8.8
BACKGROUND CHECK
Respondents may be required to pass multiple background checks (e.g. Sheriff’s Office,
County Attorney's Office, Courts, as well as Maricopa County general government) to
determine if the respondent is acceptable to do business with the County. This applies to,
but is not limited to, the company, subcontractors, and employees, and the failure to pass
these checks shall deem the respondent non-responsible.
8.9
SUSPENSION OF WORK
The procurement officer may order the Contractor, in writing, to suspend, delay, or interrupt
all or any part of the work of this contract for the period of time that the procurement officer
determines appropriate for the convenience of the County. No adjustment shall be made
under this clause for any suspension, delay, or interruption to the extent that performance
would have been so suspended, delayed, or interrupted by any other cause, including the
fault or negligence of the Contractor. No request for adjustment under this clause shall be
granted unless the claim, in an amount stated, is asserted in writing as soon as practicable
after the termination of the suspension, delay, or interruption, but not later than the date of
final payment under the contract.
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8.10
STOP WORK ORDER
8.10.1 The procurement officer may, at any time, by written order to the Contractor,
require the Contractor to stop all, or any part, of the work called for by this contract
for a period of 90 calendar days after the order is delivered to the Contractor, and
for any further period to which the parties may agree. The order shall be specifically
identified as a stop work order issued under this clause. Upon receipt of the order,
the Contractor shall immediately comply with its terms and take all reasonable
steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 calendar days after a
stop work order is delivered to the Contractor, or within any extension of that period
to which the parties shall have agreed, the procurement officer shall either:
8.10.1.1 cancel the stop work order; or
8.10.1.2 terminate the work covered by the order as provided in the Termination
for Default or the Termination for Convenience clause of this contract.
8.10.1.3 The procurement officer may make an equitable adjustment in the
delivery schedule and/or contract price, and the contract shall be
modified, in writing, accordingly, if the Contractor demonstrates that the
stop work order resulted in an increase in costs to the Contractor.
8.11
TERMINATION FOR CONVENIENCE
Maricopa County may terminate the resultant contract for convenience by providing 60
calendar days advance notice to the Contractor.
8.12
TERMINATION FOR DEFAULT
8.12.1 The County may, by written Notice of Default to the Contractor, terminate this
contract in whole or in part if the Contractor fails to:
8.12.1.1 deliver the supplies or to perform the services within the time specified
in this contract or any extension;
8.12.1.2 make progress, so as to endanger performance of this contract; or
8.12.1.3 perform any of the other provisions of this contract.
8.12.2 The County’s right to terminate this contract under these subparagraphs may be
exercised if the Contractor does not cure such failure within 10 business days (or
more if authorized in writing by the County) after receipt of a Notice to Cure from
the procurement officer specifying the failure.
8.13
PERFORMANCE
It shall be the Contractor’s responsibility to meet the proposed performance requirements.
Maricopa County reserves the right to obtain services on the open market in the event the
Contractor fails to perform, and any price differential will be charged against the Contractor.
8.14
WARRANTY OF SERVICES
8.14.1 The Contractor warrants that all services provided hereunder will conform to the
requirements of the contract, including all descriptions, specifications, and
attachments made a part of this contract. County’s acceptance of services or
goods provided by the Contractor shall not relieve the Contractor from its
obligations under this warranty.
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8.14.2 In addition to its other remedies, County may, at the Contractor's expense, require
prompt correction of any services failing to meet the Contractor's warranty herein.
Services corrected by the Contractor shall be subject to all the provisions of this
contract in the manner and to the same extent as services originally furnished
hereunder.
8.15
USAGE REPORT
The Contractor shall furnish the County a usage report, upon request, delineating the
acquisition activity governed by the contract. The format of the report shall be approved by
the County and shall disclose the quantity and dollar value of each contract item by
individual unit of measure.
8.16
STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any contract
without penalty or further obligation within three years after execution of the contract, if any
person significantly involved in initiating, negotiating, securing, drafting, or creating the
contract on behalf of the County is at any time, while the contract or any extension of the
contract is in effect, an employee or agent of any other party to the contract in any capacity
or consultant to any other party of the contract with respect to the subject matter of the
contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or
commission paid or due to any person significantly involved in initiating, negotiating,
securing, drafting, or creating the contract on behalf of the County from any other party to
the contract arising as the result of the contract.
8.17
OFFSET FOR DAMAGES
In addition to all other remedies at Law or Equity, the County may offset from any money
due to the Contractor any amounts Contractor owes to the County for damages resulting
from breach or deficiencies in performance of the contract.
8.18
AMENDMENTS
All amendments to this contract shall be in writing and approved/signed by both parties.
Maricopa County Office of Procurement Services shall be responsible for approving all
amendments for Maricopa County.
8.19
ADDITIONS/DELETIONS OF REQUIREMENTS
The County reserves the right to add and/or delete materials and services to a contract. If
a service requirement is deleted, payment to the Contractor will be reduced proportionately,
to the amount of service reduced in accordance with the bid price. If additional materials
or services are required from a contract, prices for such additions will be negotiated
between the Contractor and the County.
8.20
RIGHTS IN DATA
8.20.1 The County shall have the use of data and reports resulting from a contract without
additional cost or other restriction except as may be established by law or
applicable regulation. Each party shall supply to the other party, upon request, any
available information that is relevant to a contract and to the performance
thereunder.
8.20.2 Data, records, reports, and all other information generated for the County by a third
party as the result of a contract are the property of the County and shall be provided
in a format designated by the County or shall be and remain accessible to the
County into perpetuity.
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8.21
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW
8.21.1 In accordance with Section MC1-374 of the Maricopa County Procurement Code,
the Contractor agrees to retain (physical or digital copies of) all books, records,
accounts, statements, reports, files, and other records and back-up documentation
relevant to this contract for six years after final payment or until after the resolution
of any audit questions, which could be more than six years, whichever is longest.
The County, Federal or State auditors and any other persons duly authorized by
the department shall have full access to and the right to examine, copy, and make
use of, any and all said materials.
8.21.2 If the Contractor’s books, records, accounts, statements, reports, files, and other
records and back-up documentation relevant to this contract are not sufficient to
support and document that requested services were provided, the Contractor shall
reimburse Maricopa County for the services not so adequately supported and
documented.
8.22
AUDIT DISALLOWANCES
If at any time it is determined by the County that a cost for which payment has been made
is a disallowed cost, the County shall notify the Contractor in writing of the disallowance.
The course of action to address the disallowance shall be at sole discretion of the County,
and may include either an adjustment to future invoices, request for credit, request for a
check, or a deduction from current invoices submitted by the Contractor equal to the
amount of the disallowance, or to require reimbursement forthwith of the disallowed amount
by the Contractor by issuing a check payable to Maricopa County.
8.23
STRICT COMPLIANCE
Acceptance by County of a performance that is not in strict compliance with the terms of
the contract shall not be deemed to be a waiver of strict compliance with respect to all other
terms of the contract.
8.24
VALIDITY
The invalidity, in whole or in part, of any provision of this contract shall not void or affect
the validity of any other provision of the contract.
8.25
SEVERABILITY
The removal, in whole or in part, of any provision of this contract shall not void or affect the
validity of any other provision of this contract.
8.26
RELATIONSHIPS
8.26.1 In the performance of the services described herein, the Contractor shall act solely
as an independent Contractor, and nothing herein or implied herein shall at any
time be construed as to create the relationship of employer and employee, co-
employee, partnership, principal and agent, or joint venture between the County
and the Contractor.
8.26.2 The County reserves the right of final approval on proposed staff. Also, upon
request by the County, the Contractor will be required to remove any employees
working on County projects and substitute personnel based on the discretion of
the County within two business days, unless previously approved by the County.
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8.27
NON-DISCRIMINATION
Contractor agrees to make all reasonable efforts 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 is hereby incorporated into this contract as if set
forth in full herein. During the performance of this contract, Contractor shall make all
reasonable efforts to not discriminate against any employee, client, or any other individual in
any way because of that person’s age, race, creed, color, religion, sex, disability, or national
origin. (Arizona Executive Order 2009-09 can be downloaded from the Arizona Memory
Project at http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1.)
8.28
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01
If vendor engages in for-profit activity and has 10 or more employees, and if this agreement
has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees
for the duration of this agreement to not engage in, a boycott of goods or services from
Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a
regulation issued pursuant to 50 U.S.C. § 4842.
8.29
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
8.29.1 The undersigned (authorized official signing on behalf of the Contractor) certifies
to the best of his or her knowledge and belief that the Contractor, its current
officers, and directors:
8.29.1.1
are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from being awarded any
contract or grant by any United States department or agency or any
state, or local jurisdiction;
8.29.1.2
have not within a three-year period preceding this contract:
8.29.1.2.1
been convicted of fraud or any criminal offense in
connection with obtaining, attempting to obtain, or as the
result of performing a government entity (Federal, State
or local) transaction or contract; or
8.29.1.2.2
been convicted of violation of any Federal or State
antitrust statutes or conviction for embezzlement, theft,
forgery, bribery, falsification or destruction of records,
making false statements, or receiving stolen property
regarding a government entity transaction or contract;
8.29.1.3
are not presently indicted or criminally charged by a government entity
(Federal, State or local) with commission of any criminal offenses in
connection with obtaining, attempting to obtain, or as the result of
performing a government entity public (Federal, State or local)
transaction or contract;
8.29.1.4
are not presently facing any civil charges from any governmental entity
regarding obtaining, attempting to obtain, or from performing any
governmental entity contract or other transaction; and
8.29.1.5
have not within a three-year period preceding this contract had any
public transaction (Federal, State or local) terminated for cause or
default.
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8.29.2 If any of the above circumstances described in the paragraph are applicable to the
entity submitting a bid for this requirement, include with your bid an explanation of
the matter including any final resolution.
8.29.3 The Contractor shall include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors or sub-subcontractors)
and in all solicitations for lower tier covered transactions related to this contract. If
this clause is applicable to a subcontractor or sub-subcontractor, the Contractor
shall include the information required by this clause with their bid.
8.30
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS
8.30.1 By entering into the contract, the Contractor warrants compliance with the
Immigration and Nationality Act (INA using E-Verify) and all other Federal
immigration laws and regulations related to the immigration status of its employees
and A.R.S. § 23-214(A). The Contractor shall obtain statements from its
subcontractors certifying compliance and shall furnish the statements to the
procurement officer upon request. These warranties shall remain in effect through
the term of the contract. The Contractor and its subcontractors shall also maintain
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform
and Control Act of 1986, as amended from time to time, for all employees performing
work under the contract and verify employee compliance using the E-Verify system
and shall keep a record of the verification for the duration of the employee’s
employment or at least three years, whichever is longer. I-9 forms are available for
download at www.uscis.gov.
8.30.2 The County retains the legal right to inspect documents related to the work
authorization of Contractor and subcontractor employees performing work under this
contract to verify compliance with paragraph 8.30.1 of this section. Contractor and
subcontractor shall be given reasonable notice of the County’s intent to inspect and
shall make the documents available at the time and date specified. Should the
County suspect or find that the Contractor or any of its subcontractors are not in
compliance, the County will consider this a material breach of the contract and may
pursue any and all remedies allowed by law, including, but not limited to: suspension
of work, termination of the contract for default, and suspension and/or debarment of
the Contractor. All costs necessary to verify compliance are the responsibility of the
Contractor.
8.30.3 To the extent applicable, pursuant to the provisions of the Section 41-4401 of the
Arizona Revised Statutes, Contractor, hereby warrants and certifies it is in material
compliance with all Federal immigration laws and regulations that relate to its
employees and it is in material compliance with the E-verify requirements in
accordance with Section 23-214(A) of the Arizona Revised Statutes. Therefore in
accordance with A.R.S. § 41-4401(A)(3) and subject to a confidentiality agreement
provided by Contractor, the County shall have the right to inspect the employment
verification documents of any U.S. employee of the Contractor or subcontractors
who works on the contract to ensure compliance with all warranties required by the
statute.
8.31
CONTRACTOR LICENSE REQUIREMENT
8.31.1 The Contractor shall procure all permits, insurance, and licenses, and pay the
charges and fees necessary and incidental to the lawful conduct of his/her
business, and as necessary complete any requirements, by any and all
governmental or non-governmental entities as mandated to maintain compliance
with and remain in good standing. The Contractor shall keep fully informed of
existing and future trade or industry requirements, and Federal, State, and local
laws, ordinances, and regulations which in any manner affect the fulfillment of a
contract and shall comply with the same in the performance of services. Contractor
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shall promptly notify both Office of Procurement Services and the department of
any and all changes concerning permits, or licenses required for the Contractor to
perform services under the Contract, if the same have not already been obtained
by Contractor.
8.32
INFLUENCE
8.32.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort
to influence an employee or agent to breach the Maricopa County Ethical Code of
Conduct or any ethical conduct, may be grounds for disbarment or suspension
under MC1-902.
8.32.2 An attempt to influence includes, but is not limited to:
8.32.2.1
A person offering or providing a gratuity, gift, tip, present, donation,
money, entertainment or educational passes or tickets, or any type of
valuable contribution or subsidy that is offered or given with the intent
to influence a decision, obtain a contract, garner favorable treatment,
or gain favorable consideration of any kind.
8.32.3 If a person attempts to influence any employee or agent of Maricopa County, the
chief procurement officer, or his designee, reserves the right to seek any remedy
provided by the Maricopa County Procurement Code, any remedy in equity or in
the law, or any remedy provided by this contract.
8.32.4 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY
COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT
SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS
THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH
THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION,
ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT
AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM
THE EVALUATION PROCESS.
8.33
CONFIDENTIAL INFORMATION
8.33.1 Any information obtained in the course of performing this contract may include
information that is proprietary or confidential to the County. This provision
establishes the Contractor’s obligation regarding such information.
8.33.2 The Contractor shall establish and maintain procedures and controls that are
adequate to assure that no information contained in its records and/or obtained
from the County or from others in carrying out its functions (services) under the
contract shall be used by or disclosed by it, its agents, officers, or employees,
except as required to efficiently perform duties under the contract. The Contractor’s
procedures and controls, at a minimum, must be the same procedures and controls
it uses to protect its own proprietary or confidential information. If, at any time
during the duration of the contract, the County determines that the procedures and
controls in place are not adequate, the Contractor shall institute any new and/or
additional measures requested by the County within 15 business days of the
written request to do so.
8.33.3 Any requests to the Contractor for County proprietary or confidential information
shall be referred to the County for review and approval, prior to any dissemination.
8.34
PUBLIC RECORDS
Under Arizona law, all offers submitted and opened are public records and must be
retained by the County at the Maricopa County Office of Procurement Services. Offers shall
be open to public inspection and copying after contract award and execution, except for
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such offers or sections thereof determined to contain proprietary or confidential information
by the Office of Procurement Services. If an offeror believes that information in its offer or
any resulting contract should not be released in response to a public record request, under
Arizona law, the offeror shall indicate the specific information deemed confidential or
proprietary and submit a statement with its offer detailing the reasons that the information
should not be disclosed. Such reasons shall include the specific harm or prejudice which
may arise from disclosure. The records manager of the Office of Procurement Services
shall determine whether the identified information is confidential pursuant to the Maricopa
County Procurement Code.
8.35
INTEGRATION
This contract represents the entire and integrated agreement between the parties and
supersedes
all
prior
negotiations,
proposals,
communications,
understandings,
representations, or agreements, whether oral or written, expressed, or implied.
8.36
UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this contract, the Contractor agrees to comply with all applicable provisions
of
Title
2,
Subtitle
A,
Chapter
II,
Part
200—UNIFORM
ADMINISTRATIVE
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL
AWARDS contained in Title 2 C.F.R. § 200 et seq.
8.37
GOVERNING LAW
This contract shall be governed by the laws of the State of Arizona. Venue for any actions
or lawsuits involving this contract will be in Maricopa County Superior Court, Phoenix,
Arizona.
8.38
PRICES
Contractor warrants that prices extended to County under this contract are no higher than
those paid by any other customer for these or similar services.
8.39
ORDER OF PRECEDENCE
In the event of a conflict in the provisions of this contract and Contractor’s license
agreement, if applicable, the terms of this contract shall prevail.
8.40
INCORPORATION OF DOCUMENTS
8.40.1 The following are to be attached to and made part of this Contract:
8.40.2 Exhibit A – Vendor and Contract Information
8.40.3 Exhibit B – Master Personal Property Lease Financing/Multi-term Contract
8.41
NOTICES
All notices given pursuant to the terms of this contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
160 S. 4th Avenue
Phoenix, Arizona 85003-1647
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For Contractor:
JPMorgan Chase Bank, N.A.
Jay McCoy
1111 Polaris Parkway, Floor 4N
Columbus, OH 43240-2050
IN WITNESS WHEREOF, this contract is executed on the date set forth above.
JPMORGAN CHASE BANK, N.A.
AUTHORIZED SIGNATURE
Frank A Pielsticker Authorized Officer
PRINTED NAME AND TITLE
10 S. Dearborn Floor 22 Chicago, IL 60603
ADDRESS
November 5th, 2020
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS
ATTESTED:
CLERK OF THE BOARD
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY
DATE
DATE
DATE
SERIAL 210116-RFP
November 12, 2020
EXHIBIT A
VENDOR AND CONTRACT INFORMATION
NIGP CODE:
94654
COMPANY NAME:
JPMorgan Chase Bank, N.A.
DOING BUSINESS AS (dba):
MAILING ADDRESS:
1111 Polaris Parkway Floor 4N Columbus, OH
43240
REMIT TO ADDRESS:
P.O. Box 78000, Detroit, MI 48278-1222
TELEPHONE NUMBER:
415-315-3967
FAX NUMBER:
415-315-8385
WWW ADDRESS:
www.jpmorgnachase.com
REPRESENTATIVE NAME:
Rebecca A. Lowe
REPRESENTATIVE TELEPHONE NUMBER:
415-315-3967
REPRESENTATIVE E-MAIL ADDRESS:
rebecca.a.lowe@jpmorgan.com
YES
NO
WILL ALLOW OTHER GOVERNMENTAL
ENTITIES TO PURCHASE FROM THIS
CONTRACT:
WILL ACCEPT PROCUREMENT CARD FOR
PAYMENT: NA
RESPONDENT IS REQUIRED TO PICK ONE OF THE FOLLOWING PAYMENT TERMS. FAILURE TO
INDICATE PAYMENT TERMS WILL RESULT IN A DEFAULT TO NET 30 DAYS. RESPONDENT MUST
MARK THEIR SELECTION BELOW.
[X] NET 30 DAYS
The intent of this contract is for qualified firms to provide lease financing to Maricopa County (County) for
various equipment needs over the term of the contract. Leasing needs for equipment will be quoted to all
awarded bidders and will be awarded to the contractor with the lowest payment and/or lowest total overall
cost quoted.
The County reserves the right to directly lease equipment from the equipment supplier or supplier’s
subsidiary other than through this contract.
The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where
the currently listed contractors are of an insufficient number or skillset to satisfy the County’s needs or to
ensure adequate competition on any project or task order work.
Other governmental entities under agreement with Maricopa County (County) may have access to services
provided hereunder (see also Sections 6.0 and 7.0).
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EXHIBIT B
Master Personal Property Lease Financing/Multi-term Contract
This MASTER PERSONAL PROPERTY LEASE FINANCING/MULTI-TERM CONTRACT (the
“Agreement”) is dated this 18th day of November, 2020 and made by and between JPMorgan Chase
Bank, N.A., as LESSOR, and MARICOPA COUNTY, a political subdivision of the State of Arizona,
as LESSEE, pursuant to A.R.S. Section 11-251et seq., the Maricopa County Procurement Code and
Maricopa County Contract 200184-S.
WITNESSETH:
WHEREAS, Lessee desires to lease, purchase and acquire from Lessor certain Property
described in each Schedule (as each such term is defined herein), subject to the terms and
conditions of and for the purposes set forth in each Lease;
WHEREAS, the relationship between the parties shall be a continuing one and items of
equipment and other personal property may be financed pursuant to one or more Leases
entered into from time to time in accordance with this Agreement by execution and delivery
of additional Schedules by the parties hereto, subject to the terms and conditions provided
herein; and,
WHEREAS, Lessee is authorized under the constitution and laws of the State to enter into
this Agreement and each Schedule for the purposes set forth herein and therein;
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, and in consideration of the premises hereinafter contained, the parties
hereby agree as follows:
A. DEFINITIONS:
1. "MC" means the Maricopa County Procurement Code.
2. "A.R.S." means Arizona Revised Statutes.
3. "Agreement" means this Master Personal Property Lease Financing/Multi-Term Contract,
including the Exhibits hereto, together with any amendments and modifications to the
Agreement.
4. "Acceptance D a t e ” means, for each Lease, the date when the Property is fully installed
and operating to the satisfaction of LESSEE, and LESSEE has signed the Acceptance
Certificate.
5. "Acquisition Period" means, with respect to each Lease for which an Escrow Account is
established, that period identified in the related Schedule during which the Lease Proceeds
attributable to such Lease may be expended on costs to acquire and install the Property
pursuant to the related Escrow Agreement.
6. "Commencement Date" means, for each Lease, the date when Lessee’s obligation to pay
rent commences under such Lease, which date shall be the earlier of (a) the date on which the
Property listed in such Lease is accepted by Lessee, or (b) the date on which sufficient moneys
to acquire and install the Property listed in such Lease are deposited for that purpose in an
Escrow Account.
7. "Escrow Account” means, with respect to any Lease, the account established and held by
the Escrow Agent pursuant to the related Escrow Agreement, if any.
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8. "Escrow Agreement” means, with respect to each Lease for which an Escrow Account is
established, an Escrow and Account Control Agreement in form and substance acceptable to
and executed by Lessee, Lessor and Escrow Agent, pursuant to which an Escrow Account is
established and administered.
9. "Escrow Agent” means, with respect to any Lease for which an Escrow Account is
established, the Escrow Agent identified in the related Escrow Agreement, and its successors
and assigns.
10. "Lease” means a Schedule and the terms and provisions of this Agreement, which are
incorporated by reference into each Schedule.
11. "Lease Proceeds” means, with respect to each Lease for which an Escrow Account is
established, the total amount of money to be paid by Lessor to the Escrow Agent for deposit
and application in accordance with such Lease and the related Escrow Agreement.
12. "Lease Term" means, with respect to each Lease, the total payment period shown in
Schedule, over which LESSEE is obligated to make lease payments, and includes (i) the
"Original Term" which is the period beginning with the C o m m e n c e m e n t Date an d
ending on June 30 next following; (ii) the "Renewal Terms" which are the successive
annual periods of renewal beginning on the first day of July following the end of the Original
Term until the Final Renewal Term; and (iii) the "Final Renewal Term" which is the renewal
term during which the final periodic lease payment of LESSEE is scheduled to be paid.
13. "LESSEE" means Maricopa County, acting through its Board of Supervisors pursuant to
the Maricopa County Procurement Code and state statutes.
14. "LESSOR" means (i) the person named in the first paragraph of this Lease and whose
address is shown in paragraph M.l2,B any surviving, resulting or transferee person, including
corporation, partnership or foundation; and (iii) except where the context otherwise requires,
any assignee of LESSOR.
15. "Property" means the furniture, equipment, materials, vehicles or relocatable buildings as
specifically described in Exhibit 3.2 of each Lease.
16. "Schedule" means each separately numbered Schedule, substantially in the form of Exhibit
3.1 hereto, together with the related Description of Property (in the form of Exhibit 3.2 hereto)
and the related Amortization Schedule (in the form of Exhibit 3.3 hereto) and any Riders
attached to such Schedule.
17. "State" means the State of Arizona.
18. "USFP'' means the Uniform System of Financial Records.
19. "Vendor" means the person who sold the Property, who is to receive payment from
LESSOR.
B. LESSEE'S REPRESENTATIONS AND DISCLAIMERS:
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 hereunder and the transactions
contemplated hereby and thereby, and to perform all of its obligations hereunder and
thereunder.
b. Lease is Enforceable. LESSEE is duly authorized to execute and deliver this Agreement
and each Lease hereunder, and further represents and warrants that the officials
executing this Agreement and any Lease hereunder on behalf of the LESSEE are
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lawfully authorized to do so on behalf of LESSEE, and all other requirements have been
met in order to ensure the enforceability of this Agreement and each Lease hereunder,
and the LESSEE has complied (and will comply) with such public bidding requirements as
may be applicable to (i) this Agreement and each Lease hereunder; (ii) the acquisition of
the Property by the LESSEE under each Lease; and (iii) the acquisition of the Property
under this Agreement and each Lease hereunder by LESSEE.
c. Initial Funding. Prior to funding any Lease, LESSEE shall represent that it has
adequate funds to meet its obligations during the Original Term of such Lease and
reasonably believes that it will obtain funds of an amount sufficient to make all payments
during the Renewal Terms and the Final Renewal Term of such Lease. It is LESSEE'S
intent to make payments for the Lease Term of each Lease as described in the
Amortization Schedule on Exhibit 3.3 for each such Lease and to acquire unencumbered
title to the Property upon the final lease payment of each Lease.
d. NO WARRANTIES BY LESSOR AS TO PROPERTY. LESSEE UNDERSTANDS
THAT LESSOR IS NOT THE MANUFACTURER OF THE PROPERTY, NOR THE
AGENT OR REPRESENTATIVE OF THE MANUFACTURER, AND THAT LESSOR
MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESSED
OR IMPLIED, RELATING TO THE PROPERTY OR PATENTS RELATING THERETO;
AND THAT LESSOR MAKES NO WARRANTY AS TO THE VALUE, DESIGN,
CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF
THE PROPERTY. LESSEE SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIM
UNDER THIS AGREEMENT AND ANY LEASE HEREUNDER AGAINST LESSOR
OR ITS ASSIGNEES FOR ANY BREACH OF WARRANTY, EXPRESSED OR
IMPLIED. LESSOR SHALL NOT BE LIABLE TO THE LESSEE FOR ANY LOSS,
DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR
INDIRECTLY, BY ANY PORTION OF THE PROPERTY OR FOR THE USE OR
MAINTENANCE THEREOF, OR FOR FAILURE OF OPERATION THEREOF, OR
FOR THE REPAIRS, SERVICE OR ADJUSTMENT THERETO, OR BY ANY DELAY
OR FAILURE TO PROVIDE ANY THEREOF, OR BY ANY INTERRUPTION OF
SERVICE OR LOSS OF USE THEREOF FOR ANY LOSS OF BUSINESS OR ANY
OTHER DAMAGE, WHATSOEVER AND HOWEVER CAUSED. NO DEFECT OR
UNFITNESS OF THE PROPERTY SHALL RELIEVE LESSEE OF ITS OBLIGATION
TO PAY RENT OR ANY OTHER OBLIGATION UNDER THIS AGREEMENT AND
ANY LEASE H E R E U N D E R TO LESSOR. THE FOREGOING DISCLAIMERS DO
NOT APPLY WHERE LESSOR IS THE VENDOR, AGENT OR REPRESENTATIVE
OF VENDOR.
e. Tax-Exempt Status of each Lease. For each Lease, LESSEE represents, covenants
and warrants as follows:
i.
LESSEE shall file IRS form 8038-G in accordance with the information reporting
requirements of Section 149(e) of the Internal Revenue Code of 1986 (the "Code").
ii. LESSEE shall not do, cause to be done, or if notified by Lessor as provided below
fail to do any act which will cause the Lease to be an arbitrage bond within the
meaning of Section 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 the Lease to be a private activity bond within
the meaning of Section 14l (a) of the Code.
iv. LESSEE shall not do, cause to be done, or if notified by Lessor as provided below
fail to do any act which would adversely affect the excludability from gross income
for federal income tax purposes of the interest portion of the payments to be made
by LESSEE hereunder.
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Concerning the preceding Subparagraphs B.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
B.1.e.ii, iii and iv.
If the Internal Revenue Service has determined that the interest portion of the payments to be made
by LESSEE under a Lease is includible in LESSOR'S gross income for federal income tax purposes
because of LESSEE'S action or failure to take any ac tion (the “ Taxable Interest Rate Date”),
the payments to be made by LESSEE und er such Lease shall be adjusted retroactive to the
date as of which the interest portion of the payments are determined by the Internal
Revenue Service to be includible in LESSOR'S gross income for federal income tax purposes to
reflect the Annual Taxable Interest Rate as set forth in the applicable Schedule. This increase in
the payments to be made by LESSEE under the applicable Lease shall be an additional payment due
and payable over the remaining payments to be made by LESSEE under the applicable Lease
retroactive to the date as of which the interest portio n of the payments are determined
by the Internal Revenue Service to be includible in LESSOR'S gross income for federal income tax
purposes. The obligation to revise the amount of the payments to be made by LESSEE under this
Subparagraph for a failure to execute the information reports shall survive the termination of the
applicable Lease unless the termination results from a non-appropriation of funds or non-availability of
budgeted funds for such Lease pursuant to Paragraph K 1 of this Agreement. In the event the interest
portion of the payments to be made by LESSEE under the applicable Lease subsequently are
determined by the Internal Revenue Service to not be includable in LESSOR'S gross income, the
payments to be made by LESSEE shall be reduced to the payments originally required under the
applicable Lease, effective as of the first payment in which the interest payment was determined to be
no longer includable in LESSOR'S gross income. In the event such increased payment or payments
already had been made by LESSEE, the next payment or payments due by LESSEE shall be reduced
by the overpayment made by LESSEE for such Lease.
Nothing contained in this Agreement shall be construed as a representation that the interest portion
of the payments to be made by Lessee under any Lease are excluded from gross income for federal
income tax purposes.
f.
Essential Use. LESSEE represents that the use of the Property under each Lease is
essential to its operations.
g. Compliance with Laws. LESSEE agrees to comply in all respects with all applicable laws,
regulations and rulings of any legislative, executive, administrative, or judicial body,
including, without limitation, all anti-money laundering laws and regulations; provided that
LESSEE may contest in good faith the validity or application of any such law, regulation
or ruling in any reasonable manner that does not, in the opinion of LESSOR, adversely
affect the interest (including the reversionary interest) of LESSOR in and to the Property
or its interest or rights under this Agreement or any Lease.
h. Essential Use. LESSEE has kept, and throughout the Lease Term for each Lease shall
keep, its books and records in accordance with generally accepted accounting principles
and practices consistently applied, and shall deliver to LESSOR (i) annual audited financial
statements (including (1) a balance sheet, (2) statement of revenues, expenses and
changes in fund balances for budget and actual, (3) statement of cash flows, and
(4) footnotes, schedules and attachments to the financial statements) within 210 days of its
fiscal year end, (ii) such other financial statements and information as LESSOR may
reasonably request, and (iii) upon LESSOR’s request, its annual budget for any prior or
current fiscal year or the following fiscal year. The financial statements described in
subsection (h) shall be accompanied by an unqualified opinion of LESSEE’s auditor.
Notwithstanding the above, so long as LESSEE is legally and timely filing annual financial
reports with Electronic Municipal Market Access that are readily available to the public, the
filing of such reports shall satisfy the foregoing financial statement reporting requirements.
Credit information relating to LESSEE may be disseminated among LESSOR and any of
its affiliates and any of their respective successors and assigns.
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C. LESSOR'S REPRESENTATIONS:
1. Lease of the Property. LESSOR recognizes that the transaction described in this
Agreement and each Lease hereunder is a lease of the Property with title in LESSEE
subject to the encumbrance described in paragraph H of this A g r e e m e n t . LESSOR
further recognizes that LESSEE desires to maintain its credit rating and that LESSOR'S
delay or inability to pay Vendor would be detrimental to that rating. Accordingly, for each
Lease, LESSOR shall pay LESSEE'S obligation to Vendor in the amount shown as the
Capital Cost in the applicable Schedule within ten (10) working days of LESSEE
satisfactorily delivering to and performing for LESSOR all conditions precedent to funding
under the applicable Lease, which are set forth in paragraph G of this Agreement, to the
satisfaction of LESSOR in its sole discretion, but in no event sooner than the
Commencement Date. LESSOR agrees that its payment to Vendor also shall include
interest on the Capital Cost at the Late Charge daily rate in the applicable Schedule for
each day exceeding the ten (10) working days described above. The amount of any such
late payment charge shall not be charged to the LESSEE.
2. No Indebtedness Created. LESSOR understands that the lease payments under each
Lease shall be made on the dates and in the amounts described in the applicable
Schedule and on the applicable Amortization Schedule, and that the lease payments
under each Lease shall constitute a current expense of LESSEE and shall not in any way
be construed to be a debt of LESSEE in contravention of any applicable constitutional
or statutory limitation or requirements concerning the creation of indebtedness by
LESSEE; nor shall anything contained herein constitute a pledge of the revenues, funds or
monies of the LESSEE.
3. LESSOR represents and warrants that: a. LESSOR is not in arrears with respect to the
payment of any monies due and owing the State or LESSEE or any department or agency
thereof, including but not limited to the payment of taxes and employee benefits, and that it
shall not become so during the Lease Term of each Lease under this Agreement. b. LESSOR
shall comply with all federal, state, and local laws, ordinances, rules and regulations
applicable to its activities and obligations under this A g r e e m e n t . c. LESSOR shall procure
and maintain in effect, at its expense all licenses, permits and governmental approvals, if any,
necessary to the performance of its activities and obligations under this Agreement.
D. TERM:
The Lease Term for each Lease commences on the Commencement Date. The Lease Term
for each Lease continues until the applicable Lease is terminated (a) by mutual agreement; (b) in
accordance with the provisions of paragraph E of this Agreement; or (c) when final payment is
made from LESSEE to LESSOR.
E. TERMINATION AND CANCELLATION BY LESSEE:
1. Termination Due to Non-availability of Funds. For each Lease, each payment obligation
of LESSEE created under this Agreement and t hereby is conditioned upon (1) the
LESSEE budgeting for the lease payment in each succeeding fiscal year of the LESSEE
and (2) the availability of budgeted funds in the event the Maricopa County Board of
Supervisors does not appropriate· sufficient funds or insufficient taxes are collected to
meet the budget, resulting in a reduction by LESSEE to its budget. If funds are not
budgeted or are not otherwise available for the continuance of a Lease, the applicable
Lease for 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 of the
shortage of funds under the applicable Lease. The termination of the applicable Lease
pursuant to the provisions of this paragraph shall not constitute an Event of Default under
this Agreement. No penalty shall accrue to LESSEE in the event this provision is exercised,
and LESSEE shall not be obligated or liable for any future payments due or for any
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damages as a result of termination under this paragraph.
2. Cancellation Due to Conflict. LESSEE within three (3) years after the execution of this
Agreement may cancel this Agreement , without penalty or further obligation, pursuant
to A.R.S. Section 38-511, if any person significantly involved in initiating, negotiating,
securing, drafting or creating this Lease on behalf of the LESSEE is, at any time while this
Lease or any extension of this Lease is in effect, an employee or agent of LESSOR in
any capacity or a consultant to LESSOR with respect to the subject matter of this Lease.
Such cancellation shall be effective when written notice from LESSEE is received by
LESSOR, unless the notice specifies a later time.
3. Cancellation Due to Gratuities. LESSEE by written notice to LESSOR may cancel this
Agreement Lease if it is found by the LESSEE that gratuities, in the form of entertainment,
gifts or otherwise, were offered or given by LESSOR or any agent or representative of
LESSOR to any officer or employee of LESSEE.
F. PAYMENT:
1. Amount and When Due. LESSEE shall make lease payments, exclusively from legally
available funds, in lawful money of the United States of America to LESSOR in the amounts
and on the dates set forth in the applicable Schedule and in the related Amortization
Schedule, which sets forth the interest component and the principal component of each lease
payment, during the Lease Term of each Lease
a. First Lease Payment. The first lease payment under each Lease shall be due from
LESSEE to LESSOR on the Commencement Date as set forth in the applicable
Schedule.
2. Late Payment Penalty. For each Lease, p ayments, other than the initial payment when
there is an advance payment due on the Lease Date, delivered to LESSOR after the due date
will be subject to a late charge at the daily rate shown as the Late Charge in the applicable
Schedule for each day which has elapsed after the due date.
3. Payment During a Dispute. For each Lease, the obligations of LESSEE to make lease
payments required under each such Lease shall be absolute and unconditional in all events,
except as expressly provided under this Agreement. Notwithstanding any dispute between
the LESSEE and LESSOR, or any other person, LESSEE shall make all payments when due
and shall not withhold any payments pending final resolution of such dispute, nor shall
LESSEE assert any right of setoff or counterclaim against its obligation to make lease
payments hereunder during the Lease Term of any Lease, except in the event the LESSOR
is the Vendor or there exists a parent/subsidiary relationship between the Vendor and
LESSOR.
4. Taxes. For each Lease, because the Property shall be used by LESSEE for a
governmental or proprietary purpose of LESSEE, the parties contemplate that the Property
will be exempt from all taxes assessed and levied with respect to the Property. The parties
further contemplate that, unless otherwise shown in this Agreement all transaction privilege
(sales and use) taxes applicable to the acquisition or use of the Property under each Lease,
including any equipment or other property acquired by LESSEE in substitution for, as a
renewal or replacement of, or a modification, improvement or addition to the Property for
any Lease, have been paid or will be paid by LESSEE.
5. Right to Prepay; Release. For each Lease, so long as LESSEE is not in default,
LESSEE shall have the right to prepay part or all of its obligation for the principal component
of the lease amounts set forth according to the dates and amounts provided in the applicable
Amortization Schedule for the applicable Lease or prorated by LESSOR to the specific
date of the payment, upon giving LESSOR Forty-five (45) days' prior written notice. No pre-
payment penalty shall be assessed for any Lease. Payment must be received by the specific
date established. Upon LESSEE'S exercise of its right of prepayment or having satisfied all
its monetary and other obligations hereunder, LESSOR shall release its security interest in
the Property, if any, for such Lease.
6. Release of LESSOR'S interest. For each Lease, upon LESSEE'S payment of all lease
SERIAL 210116-RFP
payments and all other amounts, if any, due under the applicable Lease, LESSEE shall own
the property free and clear of any interest of LESSOR and LESSOR shall execute financing
statements or other documents reasonably required to evidence the release of LESSOR'S
security interest in the property for such Lease.
7. Taxes and O t h e r Charges
a. Net, Net, Net Lease. The parties agree that this Agreement and each Lease
thereunder is a net, net, net lease. Therefore, for each Lease, LESSEE shall pay,
promptly when due and before penalty or interest accrues thereon, all taxes,
assessments, whether general or special, and other governmental charges of any kind
whatsoever, foreseen or unforeseen, ordinary or extraordinary, that now or may hereafter
at any time during the Lease Term of any and all Leases be assessed or levied against
or with respect to the Property which, if not paid, may become or be made a lien on
the Property. Nothing in this subparagraph shall be construed to be an agreement on
the part of LESSEE to pay any taxes, assessments or other governmental charges
LESSEE is not otherwise required by law to pay.
b. LESSEE Right To Contest Charges. Notwithstanding Subparagraph F.7.a above,
LESSEE may, at its expense and after prior written notice to LESSOR, by appropriate
proceedings diligently prosecuted, contest in good faith the validity or amount of any
such taxes, assessments and other charges, and during the period of contest need not
pay the items so contested. As a condition to and prior to pursuit of such a contest,
LESSEE shall deliver to LESSOR an opinion of LESSEE'S counsel to the effect that
by nonpayment of any such items, the interest created by this Agreement and the
applicable Lease as to the Property will not be materially affected or the Property will
not be subject to imminent loss or forfeiture. Otherwise, LESSEE shall promptly pay
such taxes, assessments or charges. During the period when any taxes, assessments
or other charges so contested remain unpaid, LESSEE shall set aside on its book’s
adequate reserves with respect to the unpaid amounts.
8. Additional Rent. In order to comply with the above Subparagraph F.7, LESSEE agrees to
pay to LESSOR the following amount, if any whenever applicable, as additional rent:
a. For each Lease, LESSEE represents that no charges or taxes (local, State or federal)
are currently imposed on the ownership, lease, sale, purchase, possession or use of the
Property, exclusive of taxes on or measured by LESSOR'S income, and acknowledges
that no provision has been m a d e for the inclusion of any such charges or taxes in
the rent. If at any time during the Lease Term of any Lease the ownership, lease,
sale, purchase, possession or use of the Property shall result in the imposition on
LESSOR of any charges, assessments or taxes (local, State or federal), exclusive of
taxes on or measured by LESSOR'S income, LESSEE shall promptly pay to
LESSOR, upon receipt from LESSOR of a statement therefor, as additional rent an
amount equal to those charges and taxes imposed on LESSOR.
9. Additional Rent Is Subject to Being Budgeted. For each Lease, LESSEE'S obligation to pay
additional rent pursuant to the above Subparagraph F.8 in any subsequent Renewal Term
o f t h e a p p l i c a b l e L e a s e is subject to such funds being budgeted and available
for payment as provided in Paragraph E.I. If such funds are not budgeted and available for
payment of all or any part of that additional rent, LESSOR shall have the right, but shall not
be obligated, to pay or advance the amount of such additional rent. If LESSOR so pays or
advances any portion of that additional rent for such applicable Lease, LESSEE shall, subject
to such funds being budgeted and available for payment, pay LESSOR no later than the first
lease payment date in the next succeeding fiscal year during which a Renewal Term or Final
Renewal Term is in effect for such applicable Lease an amount equal to the sum of such
additional rent and the costs incurred by LESSOR in making such payment or advance,
including the amount LESSOR would have earned from the investment of the amount
paid or advanced before repayment thereof at the Annual Interest Rate s e t f o r t h i n
SERIAL 210116-RFP
t h e S c h e d u l e . For each such Lease, LESSOR shall notify LESSEE in writing of the
costs incurred in any case of its paying or advancing such additional rent. If LESSOR pays
or advances such additional rent, and is repaid as provided for in this paragraph, the
applicable Lease shall not be deemed terminated pursuant to Paragraph E.l.
G. DELIVERY OF RELATED DOCUMENTS:
1. In addition to delivery and execution of this Agreement, LESSEE shall sign or provide the
following documents to LESSOR prior to any funding under any Lease, if applicable:
a.
Execute and deliver the Schedule (Exhibit 3.1).
b. Execute and deliver the Description of the Property (Exhibit 3.2)
c.
Execute and deliver the Amortization Schedule (Exhibit 3.3).
d. Provide LESSEE'S Verification of Self-Insurance (Exhibit 3.4).
e.
Execute and deliver an Acceptance Certificate confirming LESSEE'S acceptance of the
Property (Exhibit 3.5).
f.
Provide for signature by LESSEE'S attorney an Opinion of Counsel letter confirming
LESSEE'S authority, and representations, as specified in Section B (Exhibit 3.6, Exhibit
3.6A).
g. Deliver to LESSOR a copy of the Form 8038-G/GC with respect to the Lease then being
entered into, fully completed and executed by LESSEE.
h. [Reserved]
i.
Provide a Form of Notice of and Consent to Assignment and Delegation (Exhibit 3.7).
j.
Sign those financing statements or other documents supplied by LESSOR to perfect
LESSOR'S security interest in the Property, if any.
k. Provide the original invoice or a copy if the original cannot be obtained, for the Property
from Vendor to LESSEE.
l.
Execute and deliver the Incumbency and Authorization Certificate (Exhibit 3.8).
2. For each Lease, in the event it appears to LESSOR that a payment delay may occur because
a document was overlooked, incompletely prepared or otherwise missing or inadequate,
notice shall be given promptly to LESSEE. Each party agrees to use its best efforts to hasten
the preparation, delivery and review of the delayed document(s) as promptly as possible in
order to avoid or minimize a late payment charge.
H. INTERESTS OF TITLE AND SECURITY:
1. Title: Security Interest; Recording Documents. For each Lease, legal title to the Property
shall be vested in LESSEE on the Acceptance Date. As additional security for the payment
and performance of all of LESSEE’s obligations under each Lease, upon the execution of
each such Lease, LESSEE grants to LESSOR a first priority security interest constituting a
first lien on (a) the Property subject to such Lease, (b) moneys and investments held from
time to time in an Escrow Account established for a Lease under this Agreement, and (c) any
and all proceeds of any of the foregoing. LESSOR may file or record any part or all of this
Agreement, the applicable Lease or financing statements to evidence or protect LESSOR'S
security interest in the Property. At LESSOR'S request, LESSEE shall join LESSOR in
executing such financing statements.
SERIAL 210116-RFP
2. The Property Is Personal Property. The Property under each Lease is and shall remain
personal property and shall not be deemed to be affixed to or a part of the real estate on
which it may be 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. For each Lease, upon the termination or
cancellation of a Lease pursuant to the provisions of paragraph E.1 due to non-
availability of funds, paragraph E.2 due to conflict, paragraph E.3 due to gratuities
or any other applicable paragraph herein caused by LESSEE'S default, the right of
possession and legal title to the Property shall pass to LESSOR. In that event, LESSEE, at
its expense, shall remove all alterations, additions and attachments, and repair the Property
under a Lease as necessary to return the Property under such Lease to the condition
in which it was furnished to LESSEE, reasonable wear and tear excepted. Any
replacements or repair parts are Property subject to the terms of this Agreement and
the applicable Lease. At LESSOR’S request for Property under each Lease, LESSEE
shall provide LESSOR with a current Original Equipment Manufacturer’s Certificate of
Maintainability and arrange and pay for such repairs necessary to ensure that the
manufacturer accepts the Property for contract maintenance at its then standard rates.
In the event LESSEE fails to provide such a Certificate, LESSOR may (but is under no obligation
to) obtain the Certificate and any charges associated therewith shall be borne by LESSEE.
I.
MAINTENANCE AND INSPECTION OF PROPERTY:
1. Maintenance. For each Lease, LESSEE agrees that at all times during the Lease Term
LESSEE shall, at LESSEE'S own cost and expense, maintain, preserve and keep the
Property u nd er s uc h L ea s e in good repair, working order and condition, and that
LESSEE from time to time shall make or cause to be made all necessary and proper
repairs, replacements and renewals to the Property. LESSOR shall have no responsibility
in any of these matters, or for the making of improvements or additions to the Property.
2. Inspection. For each Lease, with reasonable prior notice, LESSEE shall allow LESSOR
to enter the premises where the Property is located during normal business hours to
inspect the Property in order to determine whether LESSEE is fulfilling its responsibilities.
At such times LESSOR shall conform in all respects with physical, fire and other published
security regulations.
J. RISK OF LOSS:
LESSEE shall use the Property under each Lease in a careful and proper manner. LESSEE,
through its self-insurance program or own insurance policy, shall be responsible for all risks of
loss to the Property under each Lease and for loss or damage to or by the Property under
each Lease caused by LESSEE, its officers, employees or agents. If prior to the termination of
this Agreement or the applicable Lease, the Property under such Lease or any portion
thereof is destroyed (in whole or in part) or is damaged by fire or other casualty, LESSEE shall
promptly repair or restore the Property or pay to LESSOR the pro-rated value of the destroyed
or damaged Property as it relates to all the Property as then valued by the total of the
principal balance reflected in the Amortization Schedule for such Lease, and, upon such
payment, LESSOR'S security interest in such Property shall terminate. During any period that
the Property u n der a L e as e 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.
(a) Lessee at its sole expense shall at all times keep all Equipment insured against all Casualty
Losses for an amount not less than the Termination Value of the Equipment. Proceeds of any
such insurance covering damage or loss of any Equipment shall be payable to Lessor as lender
SERIAL 210116-RFP
loss payee. (b) Lessee at its sole expense shall at all time carry public liability and third-party
property damage insurance in amounts reasonably satisfactory to Lessor protecting Lessee and
Lessor from liabilities for injuries to persons and damage to property of others relating in any way
to any Equipment. Proceeds of any such public liability or property insurance shall be payable
first to Lessor as additional insured to the extent of its liability, and then to Lessee.
All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor
satisfactory evidence of required insurance coverage and all renewals and replacements thereof.
Each insurance policy will require that the insurer give Lessor at least 30 days prior written notice
of any cancellation of such policy and will require that Lessor’s interests remain insured regardless
of any act, error, misrepresentation, omission or neglect of Lessee. The insurance maintained by
Lessee shall be primary without any right of contribution from insurance which may be maintained
by Lessor.
K. ASSIGNMENT:
1. By LESSOR. No right or interest in this Agreement or any Lease hereunder shall be
assigned by LESSOR without prior written permission of LESSEE, pursuant to MC1-311,
and by the Chief Financial Officer of Maricopa County, except the sole right to receive payment
under the applicable Lease as provided in the Arizona Uniform Commercial Code
("U.C.C."), A.R.S. Section 47-9318, which assignment shall be completed as required by
the U.C.C. In addition, the LESSOR must agree not to use any disclosure materials which
have not been approved by the Chief Financial Officer of Maricopa County. Such permission
of LESSEE and the Chief Financial Officer shall not be unreasonably withheld. Upon
receipt of written permission of LESSEE and the Chief Financial Officer of Maricopa County,
LESSOR may assign (or reassign) its right, title and interest in this Agreement and any
Lease hereunder and the Property under any such Lease, subject to the rights of LESSEE
and the Chief Financial Officer of Maricopa County. (A form of Notice of and Consent to
Assignment and Delegation is marked as Exhibit 3.7) By its written permission LESSEE
and the Chief Financial Officer of Maricopa County consents to such assignments, and all
rights of and benefits to LESSOR shall inure to the assignee.
If requested, LESSEE and the Chief Financial Officer of Maricopa County shall make
payments required under the applicable Lease directly to the assignee without abatement or
reduction of any kind. LESSOR must provide LESSEE and the Chief Financial Officer of
Maricopa County with a duplicate original counterpart of the agreement by which the
assignment or reassignment is made, disclosing the name, address, social security number
or tax identification number of each such assignee; provided, however, that if such assignment
is made to a bank or trust company as paying or escrow agent for holders of certificates of
participation in the applicable Lease, it shall thereafter be sufficient that a copy of the escrow
agent agreement shall have been deposited with LESSEE and the Chief Financial Officer
of Maricopa County until LESSEE and the Chief Financial Officer of Maricopa County shall
have been advised that such escrow agent agreement is no longer in effect.
During the Lease Term of any such a ssigned Lease, LESSEE shall keep a complete
and accurate record of all such assignments reported to it by LESSOR in a form necessary
to comply with the United States Internal Revenue Code of 1986, Section 149(a), and the
regulations, proposed or existing, from time to time promulgated thereunder, except during
such period when certificates of participation are outstanding, at which time the bank or trust
company shall maintain such records.
2. By LESSEE. This Agreement, each Lease hereunder and LESSEE'S obligations
hereunder and thereunder shall not be assigned by LESSEE and the Chief Financial
Officer of Maricopa County without prior written permission of LESSOR. Such permission
of LESSOR shall not be unreasonably withheld.
SERIAL 210116-RFP
3. Certificates of Participation. Neither the LESSOR nor any assignee thereof shall permit the
issuance of certificates of participation with respect to the payments hereunder or under any
Lease to be made by LESSEE without the written consent of the LESSEE. If the issuance of
certificates of participation is expressly permitted by LESSEE for a Lease, LESSOR or its
assignee shall provide at its expense an opinion of a nationally recognized bond counsel to
the effect that:
i.
The excludability from gross income for federal income tax purposes of the
interest portion of the payments to be made by LESSEE under the
applicable Lease shall not be adversely affected by the issuance of
certificates of participation; and
ii. The interest portion of the payment to be made by LESSEE under the
applicable Lease with respect to the certificates of participation is
excludable from gross income for federal income tax purposes.
Copies of the opinion shall be provided by LESSOR to LESSEE and to LESSEE's attorney
prior to the delivery of the certificate.
No disclosure materials, including continuing disclosure undertakings required under Securities
and Exchange Commission Rule 15c2-12, shall be distributed or disseminated in connection
with the marketing of any Certificates of Participation without the written consent of the LESSEE.
L. EVENTS OF DEFAULT AND REMEDIES:
1. Events of Default. Any of the following events shall constitute an event of default under this
Agreement and all Leases hereunder:
a. LESSEE fails to make any payment required under any Lease when due and such failure
continues after written notice by LESSOR for a period of fifteen (15) days after receipt of
such written notice;
b. LESSEE fails to observe or perform any other agreement or condition of this Agreement
or any Lease hereunder and such failure continues for thirty (30) days without cure after
LESSOR provides LESSEE written notice of the failure;
c. LESSEE shall (i) apply for or consent to the appointment of a receiver, trustee, custodian
or liquidator of LESSEE, or of all or a substantial part of the assets of LESSEE, (ii) be
unable, fail or admit in writing its inability generally to pay its debts as they become due,
(iii) make a general assignment for the benefit of creditors, (iv) have an order for relief
entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition
in bankruptcy or a petition or an answer seeking reorganization or an arrangement with
creditors or taking advantage of any insolvency law or any answer admitting the material
allegations of a petition filed against LESSEE in any bankruptcy, reorganization,
moratorium or insolvency proceeding; or
d. An order, judgment or decree shall be entered by any court of competent jurisdiction,
approving a petition or appointing a receiver, trustee, custodian or liquidator for LESSEE
or of all or a substantial part of the assets of LESSEE, in each case without its application,
approval or consent, and such order, judgment or decree shall continue unstayed and in
effect for any period of 30 consecutive days.
2. Remedies; Return of Title and Possession to LESSOR. If LESSEE defaults, LESSOR may at
its option do any or all of the following:
a. Terminate this Agreement and any or all Leases by providing written notice to LESSEE.
b. Take possession of the Property under any or all Leases wherever situated with ten (10) days'
SERIAL 210116-RFP
written notice before entering the applicable premises where the Property is located. Upon
LESSOR taking possession of the Property under this section, legal title to such property
automatically shall pass to LESSOR without the execution of any other documents.
c. LESSOR may terminate any Escrow Agreement relating to any one or more of such Leases
and apply any proceeds in each such applicable Escrow Account thereunder to the
payments due under any one or more of such Leases as LESSOR shall determine.
d. Exercise any remedies as are legally available to a secured party pursuant to Chapter 9 of
the Uniform Commercial Code as in effect in the State, A.R.S. Section 47-9101,et seq.
LESSEE shall remain liable for reasonable damages provided by law, including all costs and
expenses incurred by LESSOR due to a default by LESSEE, as provided in Paragraph M.3 of this
Agreement.
M. GENERAL:
1. Approval by LESSEE'S Attorney Required. This Agreement and each Lease hereunder is
conditioned upon the approval as to form by LESSEE'S attorney.
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 and
thereunder, may and shall peacefully and quietly have, hold, possess and enjoy the Property
for the Lease Term of such Lease without suit, molestation or interruption.
3. Relocate Property. LESSEE at its own risk and expense may transfer the Property under a Lease
from one location within LESSEE'S district to another. LESSEE shall advise LESSOR in
writing prior to any relocation of the Property under any Lease.
4. Disputes. The parties acknowledge and agree that any dispute arising out of this
Agreement or any Lease hereunder shall be resolved as provided in the Maricopa County
Procurement Code, Section MC1-906. In the event of a dispute between LESSEE and LESSOR
under this Agreement or any Lease hereunder, the losing party in such dispute shall pay all
costs and expenses incurred by the prevailing party in connection therewith, including but
not limited to attorney's fees.
5. Governing Law and Venue. The parties agree that this Agreement and each Lease hereunder was
negotiated, made and entered into in Arizona and shall be governed and interpreted under
the laws of the State of Arizona. Any administrative action or other action arising out of this
Agreement or any Lease hereunder, including any action involving any assignee of
LESSOR, whether for the enforcement thereof or otherwise, shall be brought in Maricopa
County.
6. Interpretation; Entire Agreement. The parties agree that the terms and conditions of this
A g r e e m e n t supersede those of all previous agreements between LESSEE and
LESSOR relating to the lease of Property, including the solicitation documents and
LESSEE'S award notice between the parties that preceded this Agreement, and that this
Agreement and each Lease hereunder contains the entire agreement between the parties hereto.
7. No Implied Obligations. Except as herein otherwise expressly provided, neither party shall
be required under this Agreement or any Lease hereunder to provide any services or make any
expenditures.
SERIAL 210116-RFP
8. Amendment. This Agreement and any Lease hereunder may be amended only by a written
agreement signed by persons authorized to sign agreements on behalf of the parties;
provided, however, that no such amendment which affects the rights of the LESSOR'S
assignee shall be effective unless it shall have been consented to by such assignee.
9. Headings. The headings in this Agreement are for convenience only and in no way define,
limit or describe the scope or intent of any provision or paragraph of this Lease.
10. Parties Bound by This Lease. Each party acknowledges that it has read this Agreement
and the form of Lease, understands it and agrees to be bound by its terms and
conditions. Further, the parties agree that this Agreement and any Lease hereunder shall
be binding on the assignees and successors in interest of each of the parties.
11. Invalidity of a Term. The parties agree that in the event any term, covenant or condition
herein contained should be held to be invalid or void by an administrative body or court of
competent jurisdiction, the invalidity of any such term, covenant or condition shall in no
way affect any other term(s), covenant(s) or condition(s) of this Agreement or any Lease
hereunder.
12. Inspection and Audit. All Records ( a s d e f i n e d b e l o w ) relating to this A g r e e m e n t
a n d e a c h Lease hereunder, pursuant to USFR records retention schedule, shall be
subject at all reasonable times to inspection and audit by LESSEE for five (5) years after
completion of the applicable Lease. Upon request of LESSEE, such Records shall be
produced by LESSOR, including its assignees, at LESSEE'S office, the Arizona Auditor
General's Office, or LESSEE'S independent certified public accountant's office within a
reasonable time after a request has been made therefor. Upon request of LESSEE, LESSOR
shall provide LESSEE with copies of payoff information, amortization schedules and other
similar records relating to each Lease (“Records”); provided, however, that in no event shall
Records include the following: (i) any item that the LESSOR is prohibited by law or regulation
to provide to the LESSEE, (ii) any item subject to attorney-client privilege or any other similar
privilege and (iii) any item that contains proprietary information of the LESSOR.
13. LESSOR agrees to comply with all provisions and requirements of Arizona Executive Order
2009-09 including flow down of all provisions and requirements to any subcontractors.
Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-
5 and may be viewed and downloaded at the Governor of the State of Arizona’s website which
is hereby incorporated into this contract as if set forth in full herein. During the performance
of this agreement, LESSOR shall not discriminate against any employee, client or any or any
other individual in any way because of that person’s age, race, creed, color, religion, sex,
disability or national origin.
14. Notices. Any notice given pursuant to this Agreement shall be in writing and shall be
considered to have been given when actually received at the following addresses:
a. If to LESSEE:
Maricopa County Office of Procurement Services
160 S. 4th Ave.
Phoenix, AZ 85003
Attn:
Title:
Telephone:
Fax Number:
Kevin Tyne
Chief Procurement Officer
(602) 506-3967
(602) 506-6766
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And to:
Maricopa County Department of Finance
301 West Jefferson, Suite 960
Phoenix, AZ 85003
Attn:
Title:
Telephone:
Fax Number:
b. If to the LESSOR and/or placement Broker:
_____________________________
_____________________________
_____________________________
_____________________________
In connection with the Lessee’s compliance with any continuing disclosure undertakings (each, a
“Continuing Disclosure Agreement”) entered into by the Lessee pursuant to SEC Rule 15c2-12
promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the “Rule”), the
Lessee may be required to file with the Municipal Securities Rulemaking Board’s Electronic
Municipal Market Access system, or its successor (“EMMA”), notice of its incurrence of its
obligations under the Related Documents and notice of any accommodation, waiver, amendment,
modification of terms or other similar events reflecting financial difficulties in connection with the
Related Documents, in each case including posting a full copy thereof or a description of the
material terms thereof (each such posting, an “EMMA Posting”). Except to the extent required by
applicable law, including the Rule, the Lessee shall not file or submit or permit the filing or
submission of any EMMA Posting that includes the following unredacted confidential information
about the Lessor or its affiliates and any Escrow Agent in any portion of such EMMA
Posting: address and account information of the Lessor or its affiliates and any Escrow Agent; e-
mail addresses telephone numbers, fax numbers, names and signatures of officers, employees
and signatories of the Lessor or its affiliates and any Escrow Agent; and the form of Disbursement
Request that is attached to the Escrow Agreement.
The Lessee acknowledges and agrees that the Lessor and its affiliates are not responsible for the
Lessee’s or any other entity’s (including, but not limited to, any broker-dealer’s) compliance or
noncompliance (or any claims, losses or liabilities arising therefrom) with the Rule, any Continuing
Disclosure Agreement or any applicable securities or other laws, including but not limited to those
relating to the Rule.
Cindy Goelz
Chief Financial Officer
(602) 506-3561
(602) 506-3439
Attn: Jay McCoy
Title: Territory Associate
Telephone: 614-213-1943
Fax Number: 614-213-5449
SERIAL 210116-RFP
IN WITNESS WHEREOF, this agreement is executed on the date set forth above.
_________________________________ (LESSOR):
AUTHORIZED SIGNATURE
PRINTED NAME AND TITLE
ADDRESS
DATE
MARICOPA COUNTY (LESSEE):
CHAIRMAN, BOARD OF SUPERVISORS
DATE
ATTESTED:
CLERK OF THE BOARD
DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY
DATE
JPMorgan Chase Bank, N.A.
1111 Polaris Parkway Floor 4N Columbus, OH 43240
November 10, 2020
Kelsey Bruck, Authorized Officer
November 12, 2020
SERIAL 210116-RFP
EXHIBIT 3.1
SCHEDULE No. ___
TO
Master Personal Property Lease Financing/Multi-Term Contract ("Agreement")
By and Between
____________________________
("LESSOR")
and
MARICOPA COUNTY
("LESSEE")
1. The Commencement Date of this Schedule is _______________________.
2. Defined Terms. All terms used herein have the meanings ascribed to them in the above-referenced
Master Personal Property Lease Financing/Multi-Term Contract Agreement.
3. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants
that its representations, warranties and covenants set forth in the Agreement are true and correct
as though made on the date hereof. Lessee further represents and warrants that (a) no Event of
Default has occurred and is continuing under any Lease currently in effect; (b) no termination of
any Lease currently in effect due to non-availability of funds, conflict, gratuities or any other
provision under the Agreement is threatened; (c) no Lease has been terminated as the result of the
occurrence of an Event of Default or due to non-availability of funds, conflict, gratuities or any other
provision under the Agreement; (d) the governing body of Lessee has authorized the execution and
delivery of the Agreement and this Schedule; (e) the Property listed in this Schedule is essential to
the functions of Lessee or to the services Lessee provides its citizens; (f) Lessee has an immediate
need for, and expects to make immediate use of, substantially all such Property, which will be used
by Lessee only for the purpose of performing one or more of Lessee’s governmental or proprietary
functions consistent with the permissible scope of its authority; and (g) Lessee expects and
anticipates adequate funds to be available for all future payments or rent due after the current
budgetary period.
4. The Lease. The terms and provisions of the Agreement (other than to the extent that they relate
solely to other Schedules or Property listed on other Schedules) are hereby incorporated into this
Schedule by reference and made a part hereof.
[OPTION: IF ESCROW AGREEMENT IS USED:
5. Acquisition Period. The Acquisition Period applicable to this Schedule shall end at the conclusion
of the ____ month following the date hereof.
6. Specific terms of the Lease: The specific terms of this Lease are as follows:
1.
Capital Cost:
$
2.
Lease Term:
3.
Annual Interest Rate:
%
4.
Annual Taxable Interest Rate:
%
is applicable if interest becomes taxable to LESSOR as more particularly described in
paragraph B.l.e.
5.
Payment Due Date: The first payment shall be due 1 month [1 mo./3 mos./6 mos./1 yr.]
from the Acceptance Date. Each subsequent payment shall be made monthly
[monthly/quarterly/semi- annually/yearly] after the first payment due date.
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6.
Monthly Lease Payment:
7.
Late Charge: Annual Interest Rate plus _____________, or the maximum Interest Rate
permitted by law, whichever is less.
8.
Financing Bid Number:
9.
Vendor:
Name:
Multiple -see attached listing
Address:
Requisition or Purchase:
_
Order Number: -----------
- Contact Person
10.
Location of the Property: Various County departments see attached listing.
11.
The sales or use tax was paid or shall be paid by the Vendor of the Property.
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IN WITNESS WHEREOF, this Schedule is executed on the date set forth above.
____________________________ (LESSOR):
AUTHORIZED SIGNATURE
PRINTED NAME AND TITLE
ADDRESS
DATE
MARICOPA COUNTY (LESSEE):
CHAIRMAN, BOARD OF SUPERVISORS
DATE
ATTESTED:
CLERK OF THE BOARD
DATE
APPROVED AS TO FORM:
COUNTY LEGAL COUNSEL
DATE
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EXHIBIT 3.2
DESCRIPTION OF THE PROPERTY TO
SCHEDULE No. ___
TO
Master Personal Property Lease Financing/Multi-Term Contract ("Agreement")
By and Between
____________________________
("LESSOR")
and
MARICOPA COUNTY
("LESSEE")
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EXHIBIT 3.3
AMORTIZATION SCHEDULE TO
SCHEDULE No. ___
TO
Master Personal Property Lease Financing/Multi-Term Contract ("Agreement")
By and Between
____________________________
("LESSOR")
and
MARICOPA COUNTY
("LESSEE")
Number
Date
Lease
of the Lease
of the Lease
Payment
Interest
Principal
Principal
Payment
Payment
Amount
Portion
Portion
Balance
TOTALS:
$
EXHIBIT 3.4
LESSEE'S VERIFICATION OF SELF-INSURANCE OR INSURANCE TO
SCHEDULE No. ___
TO
Master Personal Property Lease Financing/Multi-Term Contract ("Agreement")
By and Between
____________________________
("LESSOR")
and
MARICOPA COUNTY
("LESSEE")
To be sent to LESSOR upon execution of a Lease.
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EXHIBIT 3.5
ACCEPTANCE CERTIFICATE TO
SCHEDULE No. ___ (“LEASE”)
TO
Master Personal Property Lease Financing/Multi-Term Contract ("Agreement")
By and Between
____________________________
("LESSOR")
And
MARICOPA COUNTY
("LESSEE")
1.
Acceptance. In accordance with the terms of the above-referenced Lease and Agreement,
LESSEE hereby certifies that all of the Property described in EXHIBIT 3.2 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 3.2 of the Lease.
3.
Payments. Invoicing shall be mailed to LESSEE at the address in Paragraph M.12.a of the
Agreement, unless a different address appears below.
4.
Date of Acceptance. The date of Acceptance is ______________.
DATED the day of 2020
LESSEE:
By:
Name: John Lewis
Title: Chief Financial Officer
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EXHIBIT 3.6
MASTER AGREEMENT OPINION OF COUNSEL
, 2020
Chairman
Board of Supervisors
301 W. Jefferson, 10th Floor
RE:
Master Personal Property Lease Financing/Multi-Term Contract dated as of ,2020
by and between ____________________________ ("LESSOR")
and Maricopa County (“LESSEE”)
OPINION OF COUNSEL
Bid Serial No.
Dear Chairman:
I have acted as Counsel to Maricopa County ("LESSEE") with respect to that certain Master Personal Property
Lease Financing/Multi-Term Contract (the "Agreement") dated as of , 2020, by and between
LESSOR and LESSEE. I have reviewed the Agreement and such other documents, records and certificates
of LESSEE and appropriate public officials as I have deemed relevant and am of the opinion that:
1.
LESSEE is a political subdivision of the State of Arizona, with the requisite power and
authority to incur the obligation described in the Agreement;
2.
The execution, delivery and performance by LESSEE of the Agreement have been duly
authorized by all necessary action on the part of LESSEE; and
3.
The Agreement constitutes a legal, valid and binding obligation of LESSEE enforceable in
accordance with its terms.
Sincerely,
Deputy County Counsel
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EXHIBIT 3.6A
SCHEDULE OPINION OF COUNSEL
, 2020
Chairman
Board of Supervisors
301 W. Jefferson, 10th Floor
RE:
Schedule No. ___ to Master Personal Property Lease Financing/Multi-Term Contract dated as of
, 2020 by and between ____________________________ ("LESSOR") and Maricopa County
(“LESSEE”)
OPINION OF COUNSEL
Bid Serial No.
Dear Chairman:
I have acted as Counsel to Maricopa County ("LESSEE") with respect to that certain Schedule No. ___ to
Master Personal Property Lease Financing/Multi-Term Contract (collectively, the "Lease") dated as of
,2020, by and between LESSOR and LESSEE. I have reviewed the Lease and such
other documents, records and certificates of LESSEE and appropriate public officials as 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
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EXHIBIT 3.7
SCHEDULE No. ___
TO
MASTER PERSONAL PROPERTY LEASE FINANCING/MULTI-TERM CONTRACT
NOTICE OF AND CONSENT TO ASSIGNMENT AND DELEGATION
(to be prepared in three originals for
LESSOR, LESSEE and Assignee)
NOTICE OF ASSIGNMENT AND DELEGATION
LESSEE, as named hereafter, is hereby notified that the following described Schedule No. ___ to Master
Personal Property Lease Financing/Multi-Term Contract (collectively, the "Lease") was assigned and
delegated by LESSOR, as named hereafter, to Assignee, as named hereafter, subject to and pursuant to
paragraph K.1 of the Lease and the Maricopa County Procurement Code, Section MC1-311.
After this Notice of Consent to Assignment and Delegation is executed by both LESSOR and Assignee, send
it to:
Lessee’s Name:
Maricopa County
Address:
Department of Finance
301 W Jefferson, Suite 960
Phoenix AZ 85003
Attn:
John Lewis
Title:
Chief Financial Officer
Telephone:
(602) 506-3561
Telecopier:
(602) 506-4451
Bid Serial No.:
Date of Lease:
, 2020
Lessor’s (Assignor's/Delegator's) Name:
Address (Para M.12.b):
Attn:
Title:
Telephone: / -
Telecopier: / -
Assignee's/Delegatee's Name:
Address:
LESSOR hereby requests and instructs LESSEE that all Lease Payments commencing with the Lease
Payment due on ,2020, and coming due thereafter shall be paid to the order of Assignee's
name at the above address of Assignee. A complete executed duplicate original counterpart of the
assignment and delegation agreement between LESSOR and Assignee dated ,2020 is attached
hereto and incorporated herein by reference.
LESSOR warrants that LESSOR is not in default under the Lease and that Assignee is entitled to all of
Lessor’s rights under the Lease.
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Assignee acknowledges that Assignee is required to perform all duties of LESSOR under the Lease.
LESSOR and Assignee warrant that the undersigned are authorized to execute this Notice of Assignment and
Delegation.
DATED: , 22020 DATED: , 22020
LESSOR/ASSIGNOR/DELEGATOR:
ASSIGNEE/DELEGATEE:
By:
By:
Name:
Name:
Title:
Title:
CONSENT TO ASSIGNMENT AND DELEGATION
LESSEE hereby consents to the above-described assignment and delegation from LESSOR to Assignee
pursuant to paragraph K.1 of the Lease and MC1-310, including Assignee's right to receive Lease Payments
to be made by the LESSEE under the Lease.
LESSEE represents and warrants to Assignee that LESSOR is not in default under the Lease as of the date
of this Consent to Assignment and Delegation, except for the following:
This Consent to Assignment and Delegation shall be effective on the date of the Lease Payment indicated in
the preceding Notice of Assignment and Delegation, unless a subsequent date is filled in the following blank,
in which event the effective date of this Consent to Assignment shall be that date: ( , 2020).
DATED this day of , 2020.
LESSEE
By:
Name:
Title: Chief Financial Officer
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EXHIBIT 3.8
INCUMBENCY AND AUTHORIZATION CERTIFICATE
The undersigned, the duly appointed and acting Clerk of the Board of Supervisors of Maricopa County
(“Lessee”) certifies as follows:
A.
The following listed persons are duly elected or appointed and acting officials of Lessee (the
“Officials”) in the capacity set forth opposite their respective names below and that the facsimile signatures are true
and correct as of the date hereof;
B.
The Officials are duly authorized, on behalf of Lessee, to negotiate, execute and deliver the Master
Personal Property Lease Financing/Multi-Term Contract dated as of _________, 2020 by and between Lessee and
____________________________ (“Lessor”), and all documents related thereto and delivered in connection
therewith (collectively, the “Agreements”), and the Agreements each are the binding and authorized agreements of
Lessee, enforceable in all respects in accordance with their respective terms.
Name of Official
Title
Signature
Clint Hickman
Chairman, Board of Supervisors
_____________________
John Lewis
Chief Financial Officer
_____________________
_____________________
_____________________
_____________________
Dated:
By:
__________________________
Name: Fran McCarroll
Title:
Clerk of the Board of Supervisors
(The signer of this Certificate cannot be listed above as authorized to execute the Agreements.)